Exhibit 10.256










            _______________________________________________________________

                                LEASE AGREEMENT

                                 by and between

                           FASHION SHOW EXPANSION LLC

                                   (Landlord)

                                      and

                            LEISURE HOMES CORPORATION

    t/a LEISURE, LEISURE RESORTS, LEISURE VACATIONS or LEISURE VACATION STORE

                                    (Tenant)
        _______________________________________________________________


<PAGE>








                                LEASE AGREEMENT
                                ----------------


     THIS  LEASE  AGREEMENT  ("Lease")  dated          October  18,  2002
by  and  between  FASHION SHOW EXPANSION LLC, a Nevada limited liability company
("Landlord"),  and LEISURE HOMES CORPORATION, a Nevada corporation, t/a LEISURE,
LEISURE  RESORTS,  LEISURE  VACATIONS or LEISURE VACATION STORE ("Tenant").  For
purposes  of  Sections  6.1.,  9.4.,  10.1.,  10.2., 13.1., 13.2., 13.5., 13.6.,
20.17., and 20.19., and Schedule D only, the term "Landlord" shall include Rouse
F.S.,  LLC,  a  Maryland  limited liability company, its successors and assigns.


                              W I T N E S S E T H:

          FOR  VALUABLE  CONSIDERATION  Landlord  and  Tenant  agree as follows:



                                    ARTICLE I
                          DEFINITIONS AND ATTACHMENTSI
                          -----------------------------


Section  1.1.     Certain  Defined  Terms.1.1.
                       -----------------------

As  used  herein,  the  term:

A.   "Landlord's Property" means the certain parcel or parcels of land owned,
     leased or controlled by Landlord or by Rouse F.S., LLC, a Maryland limited
     liability company, located in Clark County, Nevada which property comprises
     all or a portion of the Shopping Center and upon the opening for business
     with the public, any additional property used for expansion or addition.

B.   "Shopping Center" means (i) Landlord's Property, (ii) the adjacent parcel
     or parcels of land not owned, leased or controlled by Landlord but which
     are operated as an integral part of the shopping center known as Fashion
     Show, and, (iii) upon the opening for business with the public, any
     additional property used for expansion or addition.

C.   "Landlord's Building" means the improvements constituting the main mall
     building constructed or to be constructed by Landlord or others on
     Landlord's Property, intended to be leased to retail tenants as the same
     may be altered, reduced, expanded or replaced from time to time.

     "Landlord's  Expansion"  means  that  portion  of  Landlord's  Building
     constructed  or  to  be  constructed  by  Fashion  Show  Expansion  LLC.

D.   "Premises" means Tenant's portion of Landlord's Building shown on Schedule
     "A" having the following area: 1,458 square feet.
                                        1
<PAGE>

E.   "Term" means a period of five (5) years plus the part of a month mentioned
     in Section 3.1., commencing and ending as provided in Section 3.1.

     "Grand  Opening Date" means the date and time designated by Landlord as the
     grand  opening  of  Landlord's  Expansion.

     "Grand  Opening  Contribution"  means  the  product of the following figure
     multiplied  by  Tenant's  Floor  Area:  $3.00.  See  Article  XI.

F.   "Permitted Use" means the operation of the Premises as a preview center for
     products marketed to vacation, hospitality and travel consumers, the
     primary products to be marketed from the store to include (i) vacation
     interval units at Tenant's resort properties located throughout the United
     States and the Caribbean, (ii) land sales in various states, and (iii) a
     full range of travel services including air, car rental, hotel
     reservations, tours, and cruises. Tenant may operate within the Premises a
     lounge area for shoppers to rest, browse, view video/television screens
     that include the foregoing products and destinations, and purchase the said
     products.


G.   "Annual Basic Rental" means an amount equal to the product of the following
     applicable figure multiplied by Tenant's Floor Area:

     Rental  Years  1  -  2:                     $100.00
     Rental  Years  3  -  Termination  Date:     $110.00


H.   "Annual Percentage Rental" means a sum equal to eight percent (8%) of the
     amount by which annual Gross Sales exceed the product of the following
     applicable figure multiplied by Tenant's Floor Area (the "Breakpoint"),
     subject to adjustment as provided in Section 5.1; provided, however, that
     in the event during the first or last Rental Year Tenant is not open for
     business for twelve (12) full months, the Breakpoint shall be an amount
     equal to the Breakpoint specified herein multiplied by a fraction, the
     numerator of which shall be the actual number of complete months during
     which Tenant was open for business during the Rental Year and the
     denominator of which shall be twelve (12):

     Rental  Years  1  -  2:                     $1,250.00
     Rental  Years  3  -  Termination  Date:     $1,375.00


I.   "Tenant's Occupancy Charge" means an annual amount equal to the product of
     the following figure multiplied by Tenant's Floor Area: $24.18, as adjusted
     pursuant to Section 5.1.



J.   "Tenant Notice Address" means

     Gregg  McMurtrie
     Leisure  Homes  Corporation
     4310  Paradise  Road
     Las  Vegas,  NV  89109
                                        2
<PAGE>

K.   "Tenant Trade Name" means LEISURE, LEISURE RESORTS, LEISURE VACATIONS or
     LEISURE VACATION STORE which Tenant represents it is entitled to use
     pursuant to all applicable laws.

L.   "Store Hours" means Monday through Friday 10:00 a.m. to 9:00 p.m.; Saturday
     10:00 a.m. to 7:00 p.m.; and Sunday 12:00 Noon to 6:00 p.m.

M.   "Restriction Area" means None.

N.   "Landlord's Floor Area" means the aggregate number of square feet of
     leasable floor area in Landlord's Building (exclusive of Anchors and
     exclusive of any floor area not structurally connected to Landlord's
     Building or not having an opening into the enclosed mall) which, with
     respect to any such floor area which has been leased to any rent-paying
     tenant, shall be determined in accordance with the provisions of any lease
     applicable thereto and which, with respect to any such floor area not so
     leased, shall consist of all such leasable floor area in Landlord's
     Building designed for the exclusive use and occupancy of rent-paying
     tenants, which shall exclude Common Areas, storage areas leased separately
     from retail areas, mezzanine areas and areas used for Landlord's management
     and promotion offices.

O.   "Tenant's Floor Area" means the number of square feet contained in that
     portion of Landlord's Floor Area constituting the Premises which shall be
     measured (a) with respect to the front and rear width thereof, from the
     exterior face of the adjacent exterior or corridor wall or, if none, from
     the center of the demising partition, to the opposite exterior face of the
     adjacent exterior or corridor wall or, if none, to the center of the
     opposite demising partition, and (b) with respect to the depth thereof,
     from the front lease line (as designated on the Lease Outline Drawings to
     be prepared by Landlord pursuant to Schedule B hereof with respect to the
     Premises, or pursuant to other leases, with respect to premises other than
     the Premises) to the exterior face of the rear exterior wall, or corridor
     wall, or, if neither, to the center of the rear demising partition; and in
     no case shall there be any deduction for columns or other structural
     elements within any tenant's premises.

P.   "Common Areas" means those areas and facilities which may be furnished from
     time to time by Landlord or others in or near Landlord's Property for the
     non-exclusive general common use of tenants, Anchors and other occupants of
     the Shopping Center and their agents, employees and customers.

Q.   "Default Rate" means an annual rate of interest equal to 2% above the
     "prime rate". The "prime rate" is an annual percentage rate published by
     The Wall Street Journal in its Money Rates as of the first business day in
     January of the year(s) for which the Default Rate applies.

R.   "Anchor" means any tenant or other occupant of the Shopping Center which
     either (i) occupies a floor area in excess of 50,000 square feet in the
     Shopping Center, or (ii) occupies a floor area in excess of 25,000 square
     feet and is designated an Anchor in a notice to that effect given by
     Landlord to Tenant.

     "Major  Tenant"  means  any tenant or other occupant of the Shopping Center
     which  occupies a floor area of at least 20,000 square feet in the Shopping
     Center.

S.   "Landlord's Leased Floor Area" means the monthly average of the aggregate
     number of square feet of Landlord's Floor Area leased to tenants (including
     the Premises) as of the first day of each calendar month during the billing
     period in question. (If used, this term appears only in Schedule D.)

                                        3
<PAGE>

     Section 1.2.     Additional Defined Terms1.2.
                      ------------------------

     The  following  additional  terms  are  defined in the places in this Lease
noted  below:

Term                                                                     Section
----                                                                     -------
"Additional  Rental"                                                         5.1
"Casualty"                                                                  14.1
"Commencement  Date"                                                         3.1
"CPI"                                                                        5.1
"Electricity  Component"                           Schedule  C  (if  applicable)
"Electricity  Factor"                              Schedule  C  (if  applicable)
"Environmental  Laws"                                                        8.4
"Event  of  Default"                                                        17.1
"Expansion"                                                                  5.6
"Fiscal  Year"                                     Schedule  D  (if  applicable)
"Force  Majeure"                                                             3.1
"Future  Rental  Damages"                                                   17.3
"Gross  Sales"                                                               5.2
"Hazardous  Material(s)"                                                     8.4
"HVAC  Factor"                                     Schedule  D  (if  applicable)
"Mortgage"                                                                  18.1
"Mortgagee"                                                                 18.1
"Qualified  Rental"                                                          5.5
"Ready  for  Occupancy"                                                      7.5
"Rental"                                                                     5.1
"Rental  Year"                                                               5.1
"Taxes"                                                                      6.1
"Tax  Year"                                                                  6.1
"Tenant's  HVAC  Charge"                           Schedule  D  (if  applicable)
"Tenant's  V/CW  Charge"                           Schedule  D  (if  applicable)
"Term"                                                                       3.1
"Termination  Damages"                                                      17.3
"Termination  Date"                                                          3.1
"Transfer"                                                                  16.1
"Transferee"                                                                16.1
"Umpire"                                           Schedule  C  (if  applicable)
"V/CW  Factor"                                     Schedule  D  (if  applicable)


 Section  1.3.     Attachments1.3.
                   ---------------

     The following documents are attached hereto, and such documents, as well as
all  drawings  and  documents prepared pursuant thereto, shall be deemed to be a
part  hereof:

     Schedule "A" - Drawing of Landlord's Property including Landlord's Building
                    and Tenant's Premises
     Schedule "B" - Tenant  Design  and Construction Criteria (Description of
                    Landlord's  Work  and  Tenant's  Work)
     Schedule "C" - Utility Consumption and Payment Schedule
     Schedule "D" - Tenant Heating, Ventilating and Air-Conditioning Schedule
     Schedule "E" - Estoppel Certificate

     Subordination, Non-Disturbance and Attornment Agreement

                                        4
<PAGE>

                                   ARTICLE II
                                    PREMISES
                                    --------

     Section  2.1.     Demise.
                       -------

     Landlord hereby leases to Tenant and Tenant hereby rents from Landlord, the
Premises  having  the  floor area set forth in Section 1.1.D.  Landlord warrants
that  it has the right to lease the Premises hereby demised, and that so long as
Tenant is not in default hereunder, Tenant shall have peaceful and quiet use and
possession  of  the Premises, subject to any Mortgage, and all matters of record
or  other  agreements  to  which this Lease is or may hereafter be subordinated.
Upon  the election of either Landlord or Tenant upon delivery of the Premises to
Tenant,  but  prior  to  Tenant's installation of its improvements, the Premises
shall  be  remeasured  by  Landlord,  at  the sole cost and expense of the party
electing such measurement, using the formula set forth in Section 1.1.O. hereof.
If  the  total area of the Premises is found to be less than or greater than the
area  as  set forth in Section 1.1.D., then Landlord and Tenant shall execute an
amendment  to  this  Lease  to  correct the discrepancy in the total area of the
Premises,  for  all  purposes  of  this  Lease.  If  neither  party  elects  a
remeasurement  upon delivery of the Premises to Tenant, the floor area stated in
Section  1.1.D.  shall be deemed accepted by the parties hereto for all purposes
of  this  Lease.


                                  ARTICLE III
                                      TERM
                                      ----

Section  3.1.  Term.
               ----

     The  Term shall commence on that date (the "Commencement Date") which shall
be  the  earlier  to occur of (a) the first day on which the Premises are "Ready
for  Occupancy"  (as  defined  in  Section 7.5.), or (b) Tenant's opening of its
business  in the Premises.  If the Premises are Ready for Occupancy prior to the
Grand  Opening  Date,  Landlord  may  require  Tenant  to  defer its opening for
business  until  the  Grand  Opening  Date.  The Term shall be for the number of
years  and months set forth in Section 1.1.E., plus the part of a month, if any,
from  the  Commencement Date through the last day of the month immediately prior
to  the  first full calendar month in the Term and shall terminate at the end of
the Term (the "Termination Date").  If Tenant's alterations are delayed by Force
Majeure  (as  hereinafter defined), then the date on which Tenant is required to
open  for business shall be extended for the period of such delay, not to exceed
thirty (30) days, provided (i) Tenant provides prompt notice to Landlord of such
Force  Majeure,  (ii)  Tenant  uses  its  diligent  efforts  to  complete  said
alterations,  and  (iii)  Tenant has otherwise complied with this Lease.  "Force
Majeure" shall be failure of power, restrictive governmental law or regulations,
riots,  insurrection  or  war,  Acts  of  God,  Casualty,  strikes  or  lockouts
(provided,  however,  financial inability shall not constitute a Force Majeure).
Landlord  and  Tenant  agree, upon demand of the other, to execute a declaration
setting  forth  the  Commencement  Date  and  Termination  Date  as  soon as the
Commencement  Date  and  Termination  Date  have  been  determined.

     Section  3.2.     Termination;  Holding
                       ---------------------

     Tenant shall vacate the Premises upon the expiration or earlier termination
of  this Lease and no notice to quit shall be necessary.  Tenant shall reimburse
Landlord  for  and  indemnify  and  hold  Landlord harmless against all damages,
claims,  losses  or expenses incurred by Landlord resulting from delay by Tenant
in  vacating  the  Premises.

     In  addition  to such reimbursement and indemnification, if Tenant fails to
vacate the Premises as required, the tenancy under this Lease shall be a tenancy
at sufferance, subject to all of the terms of this Lease applicable to a tenancy
at sufferance, except that  (a) the Annual Basic Rental payable hereunder during
said  holdover  period  shall  be  equal  to  twice the Annual Basic Rental last
payable during the Term and (b) Annual Percentage Rental payable hereunder shall
be  equal  to  the highest Annual Percentage Rental payable hereunder for any of
the  last  three  (3)  Rental Years of the Term, on a prorated basis during such
holdover  period.  For the period of three (3) months prior to the expiration of
                                        5
<PAGE>

the  Term,  Landlord  may show the Premises to prospective tenants during normal
business  hours  provided  Landlord  does not interfere with Tenant's use of the
Premises.


                                   ARTICLE IV
                                      USE
                                      ---

     Section  4.1.     Prompt  Occupancy  and  Use;  Store  Hours.4.1.
                       -----------------------------------------------

     Tenant  shall occupy the Premises upon the Commencement Date and thereafter
will  continuously  use  the Premises for the Permitted Use and for no other use
whatsoever,  provided  that  Tenant  may  use minor portions of the Premises for
storage  and office purposes as are reasonably required for the operation of its
business in the Premises.  Without limiting the general prohibition contained in
the  preceding  sentence  (except  as  expressly permitted in Tenant's Permitted
Use),  Tenant  will  not,  within  the Premises, (a) install an automated teller
machine;  (b)  make  any vending machine available for use by Tenant's invitees;
(c)  make  available  for  use  by  its  invitees any facility or device for the
transmission  or receipt of information, data, sound, images, services or goods,
including,  but  not  limited  to telephones and computers, (d) place, permit or
operate  any  gaming  device  in  the  Premises  or use the Premises or any part
thereof  for  gaming or bookmaking purposes, or (e) provide any service which is
provided  to  patrons  of  the  Shopping  Center  from time to time by Landlord,
directly  or  through  third  parties,  as  tenants  of  the  Shopping Center or
otherwise.

     Tenant  shall  cause  its  business  to be conducted in good faith so as to
transact  the  maximum  volume of business in and at the Premises and shall keep
the  Premises  open  for  business at least during the Store Hours or such other
hours  as  shall  be  established by Landlord.  If Tenant shall fail to keep its
business  open  during the required hours and such failure is not due to a Force
Majeure,  then, in addition to any other remedy available to Landlord under this
Lease, Tenant shall pay to Landlord, as Additional Rental for such breach, a sum
equal  to  One Hundred Dollars ($100.00) for each hour or portion thereof during
which  Tenant  shall  fail  to  so  operate.

     Tenant  may  operate  its  business during additional hours with Landlord's
prior  approval provided Tenant shall pay for its proportionate share of any and
all  additional  costs  incurred  by  Landlord  as  a  result  thereof.

     Section  4.2.     Tenant  Trade  Name.
                       -------------------

     Tenant  shall  conduct  business  in  the Premises only in the Tenant Trade
Name;  provided,  however,  upon prior notice to Landlord, Tenant may change its
trade  name  if  substantially  all  of Tenant's and Tenant's affiliates' stores
operating  under the same Tenant Trade Name also change their trade name to such
new  trade  name,  and  such  other  trade  name  will not conflict with, and in
Landlord's  reasonable  judgment  is not likely to confuse the public regarding,
the  trade  names  of  other tenants in the Shopping Center.  Within thirty (30)
days of a permitted change in Tenant Trade Name, Tenant agrees, at its sole cost
and  expense,  to  replace  its  storefront sign to reflect the new Tenant Trade
Name.  Plans  and  specifications  for such storefront sign must be set forth in
detail  and  submitted  to  Landlord  for approval prior to installation of said
sign.


                                    ARTICLE V
                                     RENTAL
                                     ------

     Section  5.1.     Rental.
                       -------

     Tenant  agrees to pay to Landlord as rental ("Rental") for the Premises (a)
the  Annual  Basic  Rental  specified  in  clause G of Section 1.1; plus (b) the
Annual Percentage Rental specified in clause H of Section 1.1; plus (c) Tenant's
Occupancy  Charge  specified in clause I of Section 1.1; plus (d) all additional
sums, charges or amounts due under this Lease, whether or not such sums, charges
                                        6
<PAGE>

or  amounts  are  referred  to as additional rental (collectively referred to as
"Additional  Rental").

     Annual  Basic  Rental shall be paid by Tenant in equal monthly installments
in  advance  on  the  first day of each full calendar month during the Term, the
first  such  payment  to include any prorated Annual Basic Rental for the period
from  the Commencement Date to the first day of the first full calendar month in
the  Term.

     Annual Percentage Rental shall be paid by Tenant monthly during each Rental
Year  on or before the fifteenth (15th) day following the close of each calendar
month  commencing  with  the  first  month during each Rental Year that Tenant's
aggregate Gross Sales for such Rental Year exceed the Breakpoint for such Rental
Year.  Monthly  payments  of  Annual  Percentage  Rental  shall be calculated by
multiplying  the  amount  of  Gross  Sales  for  the  month  in  question by the
percentage  specified  in  Section  1.1.H.,  with appropriate adjustment for the
month  in which the Breakpoint is achieved. As soon as practicable after the end
of  each  Rental  Year, the Annual Percentage Rental shall be finally determined
and  any  necessary  payment  or  refund  shall  be  promptly  made.

     Tenant's  Occupancy  Charge  shall  be  paid  by  Tenant  in  equal monthly
installments in advance on the first day of each calendar month during the Term,
the first such payment to include any prorated Tenant's Occupancy Charge for the
period  from  the  Commencement Date to the first day of the first full calendar
month  in  the Term.  Tenant's Occupancy Charge shall be increased as of January
1st  of  each  year  during  the Term by an amount equal to the greater of three
percent  (3%)  or  the  percentage  increase  in  the CPI multiplied by Tenant's
Occupancy  Charge  for  the  prior calendar year.  "CPI" shall mean the Consumer
Price Index for All Urban Consumers (U. S. City Average) published by the Bureau
of  Labor  Statistics  of the United States Department of Labor.  The percentage
increase  in  the  CPI  shall be determined by (a) taking the September CPI most
recently reported prior to the calendar year for which the increase is effective
and  subtracting  the September CPI reported one year earlier (the "Prior Period
CPI")  and  (b)  dividing  the  result  by  the  Prior  Period  CPI.

     If  during  the  Term  the  CPI  is changed or discontinued, Landlord shall
choose a comparable index, formula or other means of measurement of the relative
purchasing power of the dollar and such substitute index, formula or other means
of  measurement  shall  be  utilized  in  place  of  the  CPI  as if it had been
originally  designated  in  this  Lease.

     Unless  the  time  for payment is otherwise expressly stated in this Lease,
Additional  Rental  shall  be  paid  by Tenant on or before the tenth (10th) day
following  Landlord's  billing  Tenant  therefor.

     The  first  "Rental Year" shall commence on the Commencement Date and shall
end  at  the close of the twelfth full calendar month following the Commencement
Date;  thereafter each Rental Year shall consist of successive periods of twelve
calendar  months.  Any portion of the Term remaining at the end of the last full
Rental  Year  shall  constitute  the  final  Rental Year and all Rental shall be
apportioned  therefor.

     The  Annual  Basic  Rental  and  the  Breakpoint  shall  be  adjusted
proportionately  for  any  Rental Year of more or less than twelve (12) calendar
months.

     Section  5.2.  "Gross  Sales"  Defined
                    -----------------------

     "Gross  Sales"  means  the actual sales prices or rentals of all goods  and
merchandise  sold, leased, licensed or delivered, and the actual charges for all
services  performed  by  Tenant, or by any subtenant, licensee or concessionaire
in,  at, from, or arising out of the use of the Premises, whether for wholesale,
retail,  cash,  credit,  trade-in or otherwise, without reserve or deduction for
inability  or  failure  to collect except as set forth below.  Gross Sales shall
include,  without  limitation,  sales  and  services  (a)  whether  delivery  or
performance  is  made  from  the  Premises or from some other place, (b) made or
                                        7
<PAGE>

performed  by  mail,  telephone,  telefax,  e-mail,  Internet  or  any  other
communications  medium  to,  at  or  from the Premises, (c) made or performed by
means  of  mechanical  or  other  vending  devices in the Premises, or (d) which
Tenant  or any subtenant, licensee, concessionaire or other person in the normal
and customary course of its business would credit or attribute to its operations
in  any  part of the Premises.  No franchise, occupancy or capital stock tax and
no income or similar tax based on income or profits shall be deducted from Gross
Sales.

     The  following  shall  not  be included in Gross Sales: (i) any exchange of
merchandise  between stores of Tenant where such exchange is made solely for the
convenient  operation  of  Tenant's  business,  (ii)  sales  of  trade fixtures,
machinery and equipment not part of Tenant's inventory, (iii) sales, use, luxury
or  excise  taxes  separately  stated  from  the  sales  price, (iv) charges for
alterations  and/or  repairs made at no profit to Tenant, (v) sales to employees
at  discount to the extent that such sales do not exceed one percent (1%) of the
Gross Sales during any Rental Year and are at no profit to Tenant, (vi) receipts
from  vending  machines  and  pay  telephones  located in non-sales areas, (vii)
insurance  proceeds,  (viii)  sales  in  bulk to manufacturers and jobbers, (ix)
service charges payable to Tenant on accounts receivable, (x) all travel related
revenue (including airline tickets, cruise vacations, hotel reservations and car
rentals);  and (xi) charges made for delivery at no profit to Tenant which shall
be  shown as a separate charge.  The following may be deducted from Gross Sales:
(a)  cash  or credit refunds to customers on transactions previously reported in
Gross  Sales  and (b) to the extent that any purchase was previously included in
Gross  Sales,  bad debts not in excess of one percent (1%) of Gross Sales in any
one Rental Year (provided, however, that if Tenant subsequently receives payment
on  any  account  theretofore  excluded, such payment shall be included in Gross
Sales  for  the  Rental  Year  in which received).  Tenant shall not deduct from
Gross  Sales  cash  or  credit  refunds  to customers on transactions which were
catalog,  electronic or Internet sales not included in Gross Sales.  Those items
which  Tenant  is permitted to exclude or deduct from Gross Sales may only be so
excluded or deducted if complete, accurate and separate records relating thereto
are  maintained  and  preserved  by  Tenant  and  made  available  to  Landlord.

     Deposits  or  payments  on layaway merchandise sales (provided the customer
has  not  taken delivery of the merchandise) shall be included in Gross Sales at
the  time  such sale is final and shall be included as part of the overall sale.
A  "final"  sale  shall  occur  at  the  time  a  customer takes delivery of the
merchandise.  In  the  event  that  an  order  is  canceled for which Tenant has
received  a  deposit  or  partial payment which is not refunded, such deposit or
partial  payment  shall  be included in Gross Sales.  Sales of gift certificates
shall  not be included in Gross Sales but the redemption of gift certificates at
the  Premises  shall be included in Gross Sales, whether or not purchased at the
Premises.

     Section  5.3.     Statements  of  Gross  Sales.
                       ----------------------------

     Tenant  shall  deliver to Landlord:  (a) within fifteen (15) days after the
close  of  each calendar month of the Term, a written report signed by Tenant or
by an authorized officer or agent of Tenant, showing the Gross Sales made in the
preceding  calendar month and (b) within sixty (60) days after the close of each
Rental  Year, a statement of Gross Sales (prior to excluding and deducting those
items  enumerated  in the second paragraph of Section 5.2) and an itemization of
any exclusions and deductions made by Tenant as permitted by Section 5.2 for the
preceding Rental Year which shall conform to and be in accordance with generally
accepted  accounting  principles and Section 5.2.  The annual statement shall be
accompanied  by  the  signed  certificate  of  an  independent  Certified Public
Accountant or the chief financial officer of Tenant stating specifically that he
has  examined  the  report of Gross Sales for the preceding Rental Year, and the
calculation  of  Gross  Sales has been made in accordance with the definition of
Gross  Sales  contained  in  this  Lease.  If  Tenant shall fail to deliver such
annual  statement and certificate to Landlord within said sixty (60) day period,
Landlord  shall  have the right, after ten (10) days notice to Tenant, to employ
its  authorized  representative  to  examine  such  books and records, including
without  limitation  all records required by Section 5.4, as may be necessary to
certify  the  amount  of  Tenant's  Gross Sales for such Rental Year, and Tenant
shall  pay  to  Landlord  the  reasonable  cost  thereof  as  Additional Rental.

     If  such audit shall disclose that Tenant's records, in the opinion of such
independent  Certified  Public Accountant, are inadequate to disclose such Gross
                                        8
<PAGE>

Sales, Landlord shall be entitled to collect, as Additional Rental, an equitable
sum determined by such independent Certified Public Accountant but not exceeding
fifty  percent  (50%)  of  the  Annual Basic Rental payable by Tenant during the
period  in  question.

     Section  5.4.     Tenant's  Records.
                       -----------------

     In  order  for  Landlord  to verify Gross Sales, Tenant will use and retain
magnetic  computer tapes (including tapes for its point of sale registers in the
Premises),  or such other device for recording sales as Landlord approves, which
will disclose each sale or transaction.  Tenant will preserve for at least three
(3)  years,  and  during the Term shall keep at the Tenant Notice Address or the
Premises,  original  or  duplicate  books  and records, which shall disclose all
information  required  to determine Tenant's Gross Sales and which shall conform
to and be in accordance with generally accepted accounting principles.  Not more
than  once in any Rental Year upon ten (10) days' prior written notice, Landlord
or  any  Mortgagee,  their  agents  and accountants, shall have the right during
business  hours to make any examination or audit of such books and records which
Landlord or such Mortgagee may desire.  If such audit shall disclose a liability
in any Rental Year for Rental in excess of the Rental theretofore paid by Tenant
for  such  period, Tenant shall promptly pay such liability.  If Tenant fails to
provide  adequate  records  or  such  audit  shall  disclose  that  Tenant  has
underreported  Gross Sales by five  percent (5%) or more during any Rental Year,
(a)  Tenant  shall promptly pay the reasonable cost of audit and interest at the
Default  Rate  on all additional Annual Percentage Rental then payable, accruing
from  the date such additional Annual Percentage Rental was due and payable, and
(b)  an  Event of Default shall be deemed to exist unless, within ten (10) days,
Tenant  shall  furnish Landlord with adequate records or evidence satisfactorily
demonstrating  to  Landlord  that  such  inadequate records or underreporting of
Gross  Sales  was the result of good faith error on Tenant's part. If such audit
shall  disclose  an  overpayment  of  Rental  by Tenant, Landlord shall promptly
credit  Tenant  the  amount  of  any  overpayment.


    Section  5.5.     Payment  of  Rental; Qualified Rental.
                       -------------------------------------



     Tenant  shall  pay  all  Rental  when due, without any setoff, deduction or
prior  demand  therefor.  Except  as  provided  herein, Tenant shall not pay any
Rental earlier than one (1) month in advance of the date on which it is due.  If
Tenant  shall fail to pay any Rental within ten (10) days after the same is due,
Tenant  shall  pay Additional Rental equal to the greater of One Hundred Dollars
($100.00)  or  ten  percent  (10%)  of  any  Rental payment not paid when due to
reimburse  Landlord  for  its additional administrative costs.  In addition, any
Rental  which  is not paid within ten (10) days after the same is due shall bear
interest at the Default Rate from the first day due until paid.  Rental shall be
paid and statements of Gross Sales delivered or mailed at such place as Landlord
may  from  time  to  time  designate.  Any  payment  by  Tenant or acceptance by
Landlord  of  a lesser amount than shall be due from Tenant to Landlord shall be
treated  as  a  payment on account.  The acceptance by Landlord of a check for a
lesser  amount  with  an  endorsement  or  statement  that such lesser amount is
payment  in  full  shall  be given no effect, and Landlord may accept such check
without  prejudice  to  any  other  rights  or  remedies which Landlord may have
against  Tenant.

     Landlord  and  Tenant  intend  that  all Rental paid to Landlord under this
Lease  will  qualify  as  rents from real property within the meaning of Section
856(d)  of  the Internal Revenue Code of 1986, as amended and as further defined
in  Treasury  Regulation  Section  1.856-4  ("Qualified  Rental").  If  Landlord
advises  Tenant  that, in Landlord's sole discretion, there is any risk that all
or  part  of  any  payments  made by Tenant under this Lease will not qualify as
Qualified  Rental,  Tenant agrees to cooperate with Landlord to restructure this
Lease  in  such manner as may be necessary to enable such payments to be treated
as  Qualified  Rental,  provided  such  restructuring  will  not have a material
adverse  economic  impact  on  Tenant.

     Section  5.6.     Future  Expansion/Renovation.
                       ----------------------------

     In  the  event  that during the Term (a) one or more additional Anchors are
constructed  in  the  Shopping  Center,  or  (b)  one  or more expansions of the
Shopping  Center, involving the addition of at least 50,000 square feet of floor
area  occurs,  or  (c)  the  Common  Areas  are  expanded  or  renovated  by the
construction  of  capital  improvements which have an aggregate cost equal to or
                                        9
<PAGE>

greater  than an amount equal to $20.00 multiplied by Landlord's Floor Area (any
of  the  foregoing being an "Expansion"), then, upon the opening for business of
each  Expansion, the Annual Basic Rental shall be increased by ten percent (10%)
for  each  such  Expansion  and  the  Breakpoint  shall  be  increased by a like
percentage.


                                    ARTICLE VI
                                      TAXES
                                      -----

      Section 6.1.     Tenant to Pay Proportionate Share of Taxes.
                       -------------------------------------------

     Tenant  shall pay in each Tax Year during the Term, as Additional Rental, a
proportionate  share  of  all  amounts  payable by Landlord with respect to real
estate  taxes,  ad  valorem taxes and assessments, general and special, taxes on
real  estate  rental  receipts, taxes on Landlord's gross receipts, or any other
tax imposed upon or levied against real estate, or upon owners of real estate as
such  rather  than  persons  generally,  extraordinary  as  well  as  ordinary,
foreseeable and unforeseeable, including taxes imposed on leasehold improvements
which  are  assessed  against  Landlord, payable with respect to or allocable to
Landlord's  Property,  including  all  land,  Landlord's  Building and all other
buildings  and  improvements situated thereon, together with the reasonable cost
(including  fees  of  attorneys, consultants and appraisers) of any negotiation,
contest  or  appeal  pursued  by  Landlord  in an effort to reduce any such tax,
assessment  or  charge, and all of Landlord's reasonable administrative costs in
relation  to  the  foregoing,  all  of  the above being collectively referred to
herein  as  "Taxes."  Tenant's proportionate share of Taxes shall be computed by
multiplying  the  amount  of  such  Taxes (less any contributions by Anchors and
Major  Tenants)  by  a  fraction, the numerator of which shall be Tenant's Floor
Area  and the denominator of which shall be Landlord's Floor Area less the floor
area  of  any  Major  Tenants.  Landlord,  at its option, from time to time, may
exclude  from Landlord's Floor Area any Landlord's Floor Area not existing as of
the date of execution of this Lease, provided the Taxes associated therewith are
excluded  from  Taxes.  For  the  Tax  Year  in  which  the  Term  commences  or
terminates,  the  provisions of this Section shall apply, but Tenant's liability
for its proportionate share of any Taxes for such year shall be subject to a pro
rata  adjustment  based  upon the number of days of such Tax Year falling within
the  Term.  As  used  herein, "Tax Year" means each yearly period established by
the  appropriate  taxing  authorities  as  the  tax  year.

     If  an  assessment is payable in installments, Tenant's proportionate share
of  such  assessment shall be computed as though Landlord had elected to pay the
same  in  the maximum number of installments permitted by law without additional
costs,  penalties  or  interest  being  assessed by reason of such installments,
provided  the  Term  has  not  expired or this Lease has not terminated.  Tenant
shall not have any liability with respect to installments which are attributable
to  the  period  after  the  expiration  of  the  Term.

     So  long  as  Tenant is not in default of the requirement to pay its Taxes,
Tenant  shall  not  be  required  to  pay  any interest or penalties imposed for
non-payment  of  Taxes.

     Taxes  shall not include any general income, franchise, corporate transfer,
estate  or  gift tax imposed upon Landlord generally rather than as owner and/or
lessee  of  Landlord's  Property.

     Section  6.2.     Payment  of Proportionate Share of Taxes.
                       ----------------------------------------

     Tenant's  proportionate  share  of Taxes shall be paid by Tenant in monthly
installments in such amounts as are reasonably estimated and billed for each Tax
Year  during  the Term by Landlord, each such installment being due on the first
day  of  each  calendar  month.  At  any  time  during  a Tax Year, Landlord may
reestimate  Tenant's proportionate share of Taxes and thereafter adjust Tenant's
monthly  installments  payable  during  the  Tax Year to reflect more accurately
Tenant's  proportionate  share  of  Taxes.  Within one hundred twenty (120) days
after  Landlord's receipt of tax bills for each Tax Year, or such reasonable (in
Landlord's  determination)  time  thereafter, Landlord will notify Tenant of the
amount  of  Taxes  for  the  Tax  Year  in  question  and the amount of Tenant's
proportionate  share thereof.  Any overpayment or deficiency in Tenant's payment
                                       10
<PAGE>

of  its  proportionate  share of Taxes for each Tax Year shall be paid promptly.
Failure  of Landlord to provide such notice within the time prescribed shall not
relieve  Tenant of its obligations hereunder.  Notwithstanding the foregoing, if
Landlord  is  required  under  law to pay Taxes in advance, Tenant agrees to pay
Landlord, upon Commencement Date, an amount equal to Tenant's share of Taxes for
the  entire  Tax  Year  in  which  the Term of this Lease commences, and in such
event, at the termination of this Lease, Tenant shall be entitled to a refund of
Taxes  paid  which  are  attributable  to  a  period  after  this Lease expires.

     Section  6.3.     Taxes on Rental; Tenant's Taxes.
                       -------------------------------

     Tenant  shall  also  pay  any sales, excise and other taxes (not including,
however,  Landlord's  income  taxes)  levied  by  any  taxing authority upon any
Rental  payable  hereunder.  Tenant  shall  also pay, prior to the time the same
shall  become  delinquent  or  payable  with  penalty,  all taxes imposed on its
inventory,  furniture,  trade  fixtures,  apparatus,  equipment,  leasehold
improvements  installed  by Tenant or by Landlord on behalf of Tenant (except to
the  extent such leasehold improvements shall be covered by Taxes referred to in
Section  6.1),  and  any  other  property  of Tenant.  Landlord may require that
Tenant's  leasehold improvements be separately assessed by the taxing authority.


                                   ARTICLE VII
                                  IMPROVEMENTS
                                  ------------

     Section  7.1.     Tenant's  Improvements.7.1.
                       ---------------------------

     Prior  to  the commencement of the Term, Tenant shall, at its sole cost and
expense, (a) promptly initiate and diligently pursue the design of all leasehold
improvements  and  other  work to be performed by it pursuant to Schedule B on a
schedule  which in Landlord's reasonable judgment will permit Tenant to complete
such  leasehold  improvements  not  later  than ten (10) days prior to the Grand
Opening  Date  with  respect  to the exterior of the Premises and not later than
seven  (7)  days prior to the Grand Opening Date with respect to the interior of
the  Premises,  and (b) promptly commence and diligently pursue the construction
and  completion  of the Premises.  Tenant will be permitted by Landlord to enter
the  Premises  in  accordance  with Schedule B for the purpose of performing its
obligations  under Schedule B and for the purpose of installing its fixtures and
other  equipment, provided (i) Tenant shall have obtained Landlord's approval of
the  plans  and  specifications for such work, (ii) Tenant shall have obtained a
valid  building  permit  for  construction  of its leasehold improvements, (iii)
Tenant  shall  have  deposited  with  Landlord  the  policies or certificates of
insurance  required  in  Article XIII and (iv) Landlord shall have received full
payment  from  Tenant for the Grand Opening Contribution and for those items set
forth  in  Schedule  B.  Tenant's  activities  shall  be  conducted so as not to
unreasonably  interfere  with  Landlord's construction activities.  Tenant shall
maintain  the  Premises in a clean and orderly condition during construction and
merchandising.  All  trash  which  may  accumulate  in  connection with Tenant's
construction and merchandising activities shall be deposited daily in dumpsters,
provided  by  or  for  Landlord  in  the  Shopping  Center  as more particularly
described  in  Schedule  B.  During  such construction and merchandising period,
Tenant  shall  perform  all  duties  and  obligations  imposed  by  this  Lease,
including,  without  limitation,  those  provisions  relating  to  insurance and
indemnification,  saving  and excepting only the obligation to pay Rental (other
than any Additional Rental due Landlord by reason of Tenant's failure to perform
any of its obligations hereunder), which obligation shall commence when the Term
commences.

     Landlord's  work is limited to that work specified in Schedule B and Tenant
shall  be  required  to  make  all  leasehold  improvements  to  the Premises in
accordance  with  Tenant's  approved  plans,  except  those  which  Landlord  is
specifically  required  to  make  under  Schedule  B.

     Section  7.2.     Effect of Opening for Business.
                       ------------------------------

     By  opening  the  Premises for business, Tenant shall be deemed to have (a)
accepted  the  Premises,  (b)  acknowledged  that  the same are in the condition
called  for  hereunder,  and  (c)  agreed that the obligations of Landlord under
Schedule  B  have  been  fully  performed,  except Landlord shall repair (i) any
apparent  defect in work performed by Landlord of which Tenant notifies Landlord
                                       11
<PAGE>

within  thirty (30) days after Tenant takes possession of the Premises, and (ii)
any  latent  defect  in  work  performed  by  Landlord  of which Tenant notifies
Landlord  within  six  (6) months after Tenant takes possession of the Premises.

     Section  7.3.     Mechanic's  Liens.
                       -----------------

     No  work  performed  by Tenant pursuant to this Lease shall be deemed to be
for  the  immediate  use  and benefit of Landlord so that no mechanic's or other
lien  shall  be  allowed against the estate of Landlord by reason of any consent
given  by Landlord to Tenant to improve the Premises.  Tenant shall pay promptly
all  persons furnishing labor or materials with respect to any work performed by
Tenant  or its contractors on or about the Premises.  If any mechanic's or other
liens  shall  at  any  time  be  filed  against  the Premises or any part of the
Shopping  Center  by  reason  of work, labor, services or materials performed or
furnished,  or  alleged  to  have  been  performed or furnished, to Tenant or to
anyone  holding  the Premises through or under Tenant, and regardless of whether
any  such  lien  is  asserted against the interest of Landlord or Tenant, Tenant
shall  forthwith  cause  the  same  to  be discharged of record or bonded to the
satisfaction  of  Landlord.  If  Tenant  shall  fail to cause such lien to be so
discharged  or  bonded within thirty (30) days (or such shorter  period required
under  any  Mortgage)  after  being  notified  of  the  filing thereof, then, in
addition  to  any  other  right  or  remedy  of  Landlord,  Landlord may bond or
discharge  the  same  by  paying the amount claimed to be due, and the amount so
paid  by  Landlord,  including  reasonable  attorneys' fees incurred by Landlord
either  in  defending against such lien or in procuring the bonding or discharge
of  such  lien, together with interest thereon at the Default Rate, shall be due
and  payable  by  Tenant  to  Landlord  as  Additional  Rental.

     Section  7.4.     Tenant's  Leasehold  Improvements and Trade Fixtures.
                       -----------------------------------------------------

     No  leasehold  improvements  (as  distinguished  from  trade  fixtures  and
apparatus)  installed  in  the  Premises  whether by Tenant, Landlord or others,
shall  be  removed  by  Tenant from the Premises at any time, without Landlord's
prior  written  consent.  At  the  termination  of  this  Lease,  all  leasehold
improvements shall be deemed to be part of the Premises, and title thereto shall
vest  solely  in  Landlord  without  payment  owing  to  Tenant.

     All  trade fixtures and apparatus owned by Tenant shall remain the property
of  Tenant  and  may be removed from the Premises unless Tenant shall then be in
default of any terms or covenants of this Lease.  Tenant shall repair any damage
to  the  Premises caused by the removal of said trade fixtures and apparatus and
shall  restore the Premises to substantially the same condition as existed prior
to the installation of said trade fixtures and apparatus, ordinary wear and tear
excepted.

     If  Tenant is in default, Landlord shall have the benefit of any applicable
lien  on Tenant's property (specifically excluding Tenant's merchandise) located
in  or  on the Premises as may be permitted under the laws of the state in which
the  Shopping  Center  is  located  and  in  the  event such lien is asserted by
Landlord in any manner or by operation of law, Tenant shall not remove or permit
the  removal  of  said property until the lien has been removed and all defaults
have  been  cured.

     Section  7.5.     "Ready  for Occupancy" Defined.
                       -------------------------------

     The  Premises  shall  be  "Ready for Occupancy" as of the date on which the
last  of  the  following  shall  have  occurred:

           (a)  Landlord shall have substantially completed all work to be
               performed by it pursuant to Schedule B which is necessary to
               permit Tenant to commence the work to be performed by it under
               Schedule B.

               For  the  purpose  of  this  clause (a) of Section 7.5., the term
               "substantially completed" shall mean the date upon which Landlord
               has  completed its work as set forth in Schedule B to the extent,
               as  determined by Landlord, that Tenant's contractor may commence
               the  construction  of  Tenant's  work as specified in Schedule B.
               Landlord will not be required to complete the balance of its work
               in  the  Premises  until  Tenant  has  commenced  construction of
               Tenant's  work  and  completed  certain  portions  of  said  work
               designated  by  Landlord, Landlord will then reenter the Premises
               and  complete  its  work;

          (b)  Sixty (60) calendar days shall have passed from the date Tenant
               shall have received Landlord's authorization to enter the
               Premises to complete the work to be performed by it pursuant to
               Schedule B and to fixture the Premises and otherwise make the
               Premises ready for opening for business;

          (c)  At least sixty-five percent (65%) of Landlord's Floor Area in
               Landlord's Expansion, including the Premises, shall have been
               substantially completed and turned over to tenants for finishing;

          (d)  At least 4,000 automobile parking spaces shall be available in
               the Shopping Center; and

          (e)  Any one (1) of the following Anchors in Landlord's Expansion
               shall have been substantially completed and open or ready to open
               for business: Dillard's, Nordstrom, Saks, or Bloomingdales
               Homestore.




                                  ARTICLE VIII
                                   OPERATIONS
                                   ----------

         Section  8.1.     Operations  by  Tenant.
                           -----------------------

     Tenant will at its expense:  (a) keep all exterior store surfaces including
the  inside  and  outside  of all glass in the doors and windows of the Premises
clean;  (b)  replace  promptly  any cracked or broken glass of the Premises; (c)
maintain  the  Premises  in  a clean, orderly and sanitary condition and free of
insects,  rodents,  vermin and other pests; (d) keep any garbage, trash, rubbish
or  other  refuse  in  rat-proof  containers within the interior of the Premises
until  removed  and dispose same in designated receptacles provided by Landlord;
(e)  keep  all mechanical apparatus reasonably free of vibration and noise which
may  be  transmitted  beyond  the  Premises;  (f)  light the show windows of the
Premises  and  exterior  signs  and  turn  the same off to the extent reasonably
required  by  Landlord;  (g)  comply  and  cause the Premises to comply with all
applicable  governmental  statutes,  laws,  rules,  orders,  regulations  and
ordinances  affecting the Premises or the use thereof; (h) comply with all rules
and  regulations established by Landlord from time to time which apply generally
to  all  retail  tenants in Landlord's Property; and (i) maintain sufficient and
seasonal  inventory  and  have  sufficient number of personnel to maximize sales
volume  in  the  Premises.

     Tenant  will not: (j) place anything on, or otherwise obstruct, any portion
of  the  Common  Areas  or  entrance  to the Premises; (k) use any objectionable
advertising  medium  such  as loudspeakers, phonographs, public address systems,
sound  amplifiers,  reception  of  radio  or  television  broadcasts  within the
Shopping  Center,  which  is  in  any  manner  audible or visible outside of the
Premises;  (l)  cause  or  permit objectionable odors (in Landlord's opinion) to
emanate from the Premises; (m) solicit business or distribute handbills or other
advertising  matter in any Common Areas (including placing any of the same in or
upon  any  automobiles  parked  in the parking areas); (n) permit the parking of
vehicles  so  as  to interfere with the use of any driveway, corridor, footwalk,
parking  area,  mall  or other Common Areas; (o) receive or ship articles of any
kind  outside  the  designated loading areas for the Premises; (p) use the mall,
corridor  or  any  other  Common  Areas adjacent to the Premises for the sale or
display of any merchandise or for any other business, occupation or undertaking;
                                       12
<PAGE>

(q)  conduct  or permit to be conducted any auction, fictitious fire sale, going
out of business sale, bankruptcy sale (unless directed by court order), or other
similar  type  sale  in or connected with the Premises (but this provision shall
not  restrict  the  absolute  freedom  of  Tenant in determining its own selling
prices,  nor  shall it preclude the conduct of periodic seasonal, promotional or
clearance  sales);  (r)  use the Premises or otherwise operate in a manner which
will be in violation of law or which would violate Landlord's insurance policies
or  cause an increase in the cost of Landlord's insurance; (s) place a load upon
any  floor  which  exceeds the floor load which the floor was designed to carry;
(t) operate its heating or air-conditioning in such a manner as to drain heat or
air-conditioning  from the Common Areas or from the premises of any other tenant
of  the  Shopping  Center;  (u)  use  the  Premises  for any unlawful or illegal
business,  use  or purpose, or for any business, use or purpose which is immoral
or  disreputable  (including  without  limitation  "adult  entertainment
establishments"  and  "adult  bookstores"),  or  which  is hazardous, or in such
manner  as  to constitute a nuisance of any kind (public or private), or for any
purpose  or  in  any way in violation of the certificates of occupancy (or other
similar approvals of applicable governmental authorities); or (v) park or permit
its  employees to park in areas other than those designated by Landlord, if any,
for  employee  parking.

     Section  8.2.     Exterior  of  Premises.
                       ----------------------

     Tenant  shall  not  maintain  within or on the exterior of the Premises any
sign,  banner,  decoration  or  any  other  thing  which  is visible outside the
Premises,  nor  paint  the  exterior  of the Premises, without the prior written
approval  of  Landlord,  which  approval  shall  not be unreasonably withheld or
delayed  if  in  accordance  with  Landlord's  then-current  design  criteria.

     Section  8.3.     Trash  Removal  Service8.
                       -----------------------

     At  its  option,  Landlord  may  furnish (or authorize others to furnish) a
service for the removal of trash from receptacles designated by Landlord for the
regular  deposit  by Tenant of its garbage, trash, rubbish or other refuse, and,
if  it  shall  do  so,  then in each Rental Year, at Landlord's election, Tenant
shall either (i) reimburse Landlord monthly, as Additional Rental, for all costs
incurred  by  Landlord  in  furnishing  such  service, or (ii) pay directly such
person, firm or corporation authorized by Landlord to provide such trash removal
services.

     Section  8.4.     Hazardous  Materials.
                       --------------------

     (a)  "Hazardous Material(s)" means any substance that, by itself or in
          combination with other materials, is either (i) potentially injurious
          to public health, safety, or the environment; or (ii) now or in the
          future regulated by any federal, state, or local governmental
          authority as potentially injurious to public health, safety, or the
          environment.

     (b)  With the exception of minor amounts of Hazardous Materials customarily
          and lawfully used in conjunction with the Permitted Use, Tenant, its
          employees, contractors, agents, and any party acting on behalf of
          Tenant, shall not store, use, treat, generate, or dispose of Hazardous
          Materials at the Shopping Center.

     (c)  Tenant, its employees, contractors, agents, and any party acting on
          behalf of Tenant shall comply, and shall keep the Premises in
          compliance, with all laws and regulations relating to Hazardous
          Materials ("Environmental Laws"); and in addition Tenant shall:

          (i)  Promptly provide Landlord with copies of any document,
               correspondence, report or communication, written or oral,
               relating to Hazardous Materials at or affecting the Shopping
               Center (x) to or from any regulatory body, or (y) stating a basis
               for any potential liability or responsibility of Tenant,
               Landlord, or the Shopping Center; including all such documents,
               correspondence, reports or communications prepared by or on
               behalf of Tenant. In addition to the above, at Landlord's
               request, Tenant shall provide copies of any and all records and
               communications whatsoever relating to Hazardous Materials at or
               affecting the Shopping Center.

          (ii) Immediately notify Landlord in the event of a suspected or
               confirmed release of a Hazardous Material or violation of
               Environmental Laws at or affecting the Shopping Center and caused
               by or related to the operations of Tenant, its employees,
               contractors, agents, or any party acting on behalf of Tenant and,
                                       13
<PAGE>
               at Landlord's sole option, either promptly remediate or correct
               such release or violation to Landlord's satisfaction or reimburse
               Landlord's cost of remediation (including reasonable attorneys'
               and consultants' fees); and compensate Landlord and/or third
               parties for all resultant damage.

          (iii) Permit Landlord reasonable access to the Premises for the
               purpose of conducting an environmental audit or testing, the cost
               of which shall be borne by Landlord unless the results indicate
               activity prohibited by Environmental Laws or hereunder.

          (iv) Upon expiration or other termination of this Lease, remove all
               Hazardous Materials from the Premises, and at Landlord's option
               cause to be performed and provided to Landlord an environmental
               audit of the Premises, using a consultant reasonably acceptable
               to Landlord, and correct, at its expense, any deficiencies noted
               by the audit.

     (d)  Landlord shall comply with all Environmental Laws regarding its
          storage, use, treatment, generation, and disposal of Hazardous
          Materials, and, if required by law, shall promptly remediate any
          release of Hazardous Materials or correct any violation of
          Environmental Laws at or affecting the Shopping Center and resulting
          from such storage, use, treatment, generation or release.

     (e)  This Section 8.4 shall survive the expiration or other termination of
          this Lease.


                                   ARTICLE IX
                            REPAIRS AND ALTERATIONS
                            -------------------------

       Section  9.1.     Repairs  to  be  Made  by Landlord.9.1.
                         ---------------------------------------

     In  addition to Landlord's obligations under Section 14.1, Landlord, at its
expense,  will  make,  or  cause  to be made in a reasonably prompt and diligent
manner  (a)  structural  repairs to exterior walls, structural columns, roof and
structural  floors  which collectively enclose the Premises (excluding, however,
all  doors,  door  frames,  storefronts,  windows  and  glass);  (b)  repairs to
plumbing,  electrical  or  other mechanical installations which pass over and/or
beneath  the  Premises  and  service  any  other  tenant's  premises  (whether
individually  or  together  with other premises, including the Premises) but are
not  servicing solely the Premises; and (c) such repairs as are specifically set
forth  as Landlord's responsibility under Section 12.1 hereof.  Any repairs made
by  Landlord shall be performed so as to minimize disruptions to Tenant's use of
the  Premises.

     Section  9.2.     Repairs  to be Made by Tenant.
                       -----------------------------

     All  repairs  to the Premises or any installations, equipment or facilities
therein  (or  located  outside  of  the Premises but serving only the Premises),
other  than  those  repairs  required to be made by Landlord pursuant to Section
9.1,  shall  be made by Tenant at its expense.  Tenant will keep the interior of
the  Premises,  together  with  all  electrical,  plumbing  and other mechanical
                                       14
<PAGE>

installations  therein  (or located outside of the Premises but serving only the
Premises)  and  (if  and  to  the  extent  provided  in Schedule D) the heating,
ventilating  and  air-conditioning  system  in  the  Premises, in good order and
repair  and  will  make  all  necessary  replacements. Tenant will surrender the
Premises  at  the  expiration of the Term in as good condition as when received,
damage  by  Casualty,  unavoidable  accident or Act of God and ordinary wear and
tear excepted.  Tenant will not overburden or exceed the capacity of any utility
serving  the Premises or within the Premises, and at its expense, subject to the
provisions  of  Section  9.3, will make any additional installation which may be
required  in connection with Tenant's apparatus.  Any damage or injury sustained
by  any  person  because  of Tenant's failure to repair the Premises as required
herein,  shall  be  paid  for  by  Tenant.

     Section  9.3.     Alterations  by  Tenant.
                       -----------------------

     Tenant  will  not  make any alterations, renovations, improvements or other
installations  in,  on  or  to  any  part  of  the  Premises (including, without
limitation, any alterations of the storefront, signs, structural alterations, or
any  cutting  or  drilling  into any part of the Premises or any securing of any
fixture, apparatus, or equipment of any kind to any part of the Premises) unless
and  until  Tenant  shall  have caused plans and specifications therefor to have
been  prepared,  at  Tenant's  expense,  by an architect or other duly qualified
person  and  shall  have  obtained  Landlord's  approval (not to be unreasonably
withheld  or  delayed) thereof.  If such approval is granted, Tenant shall cause
the  work  described  in  such  plans and specifications to be performed, at its
expense, promptly, efficiently, competently and in a good and workmanlike manner
by duly qualified and licensed persons or entities, using first grade materials,
without  disruption  to  the  operations  of  tenants  or other occupants of the
Shopping  Center.  All  such work shall comply with all applicable codes, rules,
regulations  and  ordinances.

     Notwithstanding the foregoing, Tenant shall have the right to make interior
repairs or replacements which do not require any structural alteration or impose
any  greater  load  on  any  structural  portion  of  the  Premises,  and are in
accordance  with  Tenant's originally approved plans and are in conformance with
Landlord's  most  current  design  criteria.

     Section  9.4.     Changes and Additions to Shopping Center.
                       ----------------------------------------

     Landlord  reserves the right at any time and from time to time  to (a) make
or  permit  changes  to the Shopping Center including additions to, subtractions
from,  rearrangements  of,  alterations of, modifications of, or supplements to,
the  building  areas, walkways, driveways, parking areas, or other Common Areas,
and  (b)  construct  improvements in Landlord's Building and the Shopping Center
and  to  make  alterations  thereof or additions thereto and to build additional
stories  on  or  in  any  such  building(s)  and build adjoining same, including
(without  limitation)  kiosks, pushcarts and other displays in the Common Areas;
provided,  however,  that  no such changes, rearrangements or other construction
shall  reduce  the  parking areas below the number of parking spaces required by
law.  Any  changes  or  additions  by  Landlord  to Landlord's Property shall be
performed in such a manner so as not to unreasonably interfere with Tenant's use
of  the  Premises  and shall not change in a material, adverse way the access to
the  Premises  from the Common Areas immediately in front of and adjacent to the
Premises.

     Section  9.5.     Roof  and  Walls.
                       ----------------

     Landlord  shall have the exclusive right to use any part of the roof of the
Premises  for  any purpose; to erect additional stories or other structures over
all  or any part of the Premises; to erect temporary scaffolds and other aids to
construction  on  the  exterior  of  the  Premises,  provided that access to the
Premises  shall not be denied; and to install, maintain, use, repair and replace
within  the  Premises  pipes,  ducts,  conduits,  wires and all other mechanical
equipment  serving  other  parts  of  Landlord's  Property,  the  same  to be in
locations  within  the  Premises  as  will  not  unreasonably  deny Tenant's use
thereof.  Landlord  may make any use it desires of the side or rear walls of the
Premises  or  other  structural  elements  of  the  Premises (including, without
limitation,  free-standing  columns and footings for all columns), provided that
such  use shall not encroach on the interior of the Premises unless (a) all work
                                       15
<PAGE>

carried  on  by  Landlord with respect to such encroachment shall be done during
hours when the Premises are not open for business and otherwise shall be carried
out  in  such a manner as not to unreasonably interfere with Tenant's operations
in  the  Premises,  (b)  Landlord,  at  its  expense, shall provide any security
services  to  the  Premises  required  by  such  work,  and (c) Landlord, at its
expense,  shall  repair  all  damage  to  the Premises resulting from such work.
Landlord agrees that any such uses contemplated hereunder shall not decrease the
size  of the Premises nor materially interfere with Tenant's use of or access to
the  Premises  from the Common Areas immediately in front of and adjacent to the
Premises,  and any such pipes or conduits shall be concealed along the walls and
ceilings  of  the  Premises.


                                    ARTICLE X
                                  COMMON AREAS
                                  -------------

     Section  10.1.     Use  of Common Areas.
                        --------------------

     Landlord  grants  to  Tenant  and  its  agents,  employees  and customers a
non-exclusive  license  to use the Common Areas in common with others during the
Term,  subject  to  the exclusive control and management thereof at all times by
Landlord  or others and subject, further, to the rights of Landlord set forth in
Sections  9.4  and  10.2.

     Section  10.2.     Management  and  Operation  of  Common  Areas.
                        ---------------------------------------------

     Landlord  will  operate  and  maintain  the  Common Areas in a commercially
reasonable and appropriate manner consistent with the operation of a first class
shopping  center.  Landlord  will  have  the  right (a) to establish, modify and
enforce  reasonable and non-discriminatory rules and regulations with respect to
the  Common  Areas;  (b)  to enter into, modify and terminate easement and other
agreements  pertaining  to  the  use and maintenance of the Common Areas; (c) to
close  all  or  any  portion  of  the Common Areas to such extent as may, in the
opinion of Landlord, be necessary to prevent a dedication thereof or the accrual
of  any  rights to any person or to the public therein; (d) to close temporarily
any  portions  of  the Common Areas; (e) to discourage non-customer parking; and
(f)  to do and perform such other acts in and to said areas and improvements as,
in  the  exercise  of  good  business  judgment,  Landlord shall determine to be
advisable.


                                   ARTICLE XI
                        PROMOTION OF THE SHOPPING CENTER
                      ------------------------------------

     Landlord shall formulate and carry out an ongoing program for the promotion
of  the  Shopping Center, which program may include, without limitation, special
events,  shows, displays, signs, marquees, decor, seasonal events, institutional
advertising  for  the  Shopping Center, promotional literature to be distributed
within  Landlord's  Property  and  other  activities  within the Shopping Center
designed to attract customers.  In marketing the Shopping Center, Landlord shall
have  the  right  to  name  Tenant's  store  in  the  Shopping  Center.

     Prior  to  the date on which Tenant commences construction in the Premises,
Tenant  shall  pay  Landlord the Grand Opening Contribution set forth in Section
1.1.E.  The  Grand  Opening  Contribution shall be used to promote and advertise
the  opening  of  the  Landlord's  Expansion.


                                  ARTICLE XII
                                    UTILITIES
                                    ---------


     Section  12.1.     Utility  Services.
                        -----------------

     Landlord  shall  provide  the facilities for supplying heating, ventilating
and  air-conditioning,  water,  sanitary sewer, telephone and electricity to the
Premises  as  follows:

                                       16
<PAGE>

     (a)  Electricity.  Set  forth in Schedule C, attached hereto, are the terms
          -----------
and  conditions  under  which  Landlord  shall  supply  or  Tenant  shall obtain
electricity  for  use  in  the  Premises;

     (b)  HVAC.  Set  forth  in  Schedule  D  attached hereto, are the terms and
          ----
conditions  under  which  heating,  ventilating  and  air-conditioning  will  be
provided  to  the  Premises;

     (c)  Fire  Protection  Sprinkler  System.  Landlord  shall provide ordinary
          -----------------------------------
repair and maintenance for the fire protection sprinkler system in the Premises,
which  system  shall  remain  the  property  of  Landlord;  and

     (d) Water and Sewer.  Tenant shall pay all charges for water and sewer used
         ---------------
by it and supplied by a public utility or public authority, or any other person,
firm  or  corporation.  If  Landlord  supplies  such  service, there shall be no
separate  charge  therefor,  and  Landlord shall continue to supply such service
throughout  the  Term.

     Unless  otherwise  provided in this Lease, including the schedules attached
hereto,  Landlord  shall not be responsible for providing any utility service to
the  Premises,  nor for providing meters or other devices for the measurement of
utilities  supplied to the Premises, and Tenant shall arrange for the furnishing
to  the  Premises  of  such utility services as it may require.  Tenant shall be
solely  responsible  for and shall promptly pay, as and when the same become due
and  payable, all charges for  electricity, gas, telephone and any other utility
used  or  consumed  in  the  Premises and supplied by a public utility or public
authority  or  any  other  person,  firm  or  corporation,  including  Landlord,
supplying  the  same.

     Section  12.2.     Discontinuances  and Interruptions of Utility Services.
                        -------------------------------------------------------

     Landlord  shall  not be liable to Tenant in damages or otherwise (a) if any
utility  shall  become  unavailable from any public utility company or any other
person or entity (including Landlord) supplying or distributing such utility, or

     (b) for any interruption in any utility service caused by the making of any
necessary  repairs  or improvements or by any cause beyond Landlord's reasonable
control,  and  the  same  shall not constitute a termination of this Lease or an
eviction  of  Tenant.  Notwithstanding  the  foregoing,  if  any  utility to the
Premises  should  become  unavailable for a period in excess of seventy-two (72)
consecutive  hours, and if, as a result of such unavailability, Tenant is unable
to  operate its business in the Premises, and if such unavailability is directly
caused  by the willful act or gross negligence of Landlord, as Tenant's sole and
exclusive remedy all Rental shall abate until utility service to the Premises is
restored.


                                  ARTICLE XIII
                            INDEMNITY AND INSURANCE
                            -----------------------

     Section  13.1.     Indemnities.13.1
                        ------------------

     To  the  extent  permitted  by  law, Tenant shall and does hereby indemnify
Landlord,  any  general or limited partner of Landlord or any general or limited
partner  of any partner of Landlord, or any shareholder of any corporate partner
of  any  partner  of  Landlord,  or  any  other holder of any equity interest in
Landlord,  or  in  any  entity comprising Landlord or its partners and agrees to
save  each  of them harmless and, at Landlord's option, defend each of them from
and  against  any  and  all  claims,  actions, damages, liabilities and expenses
(including  reasonable  attorneys'  and  other  professional  fees)  judgments,
settlement  payments,  and  fines  paid,  incurred or suffered by any of them in
connection  with  loss of life, personal injury and/or damage to property or the
environment  suffered  by  third parties arising from or out of the occupancy or
use  by  Tenant  of  the  Premises  or any part thereof or any other part of the
Shopping  Center, to the extent occasioned by any act or omission of Tenant, its
officers, agents, contractors, employees or (while in the Premises) invitees, or
arising,  directly or indirectly, wholly or in part, from any conduct, activity,
act,  omission, or operation involving the use, handling, generation, treatment,
                                       17
<PAGE>
storage,  disposal  or other management of any Hazardous Material(s) in, from or
to  the  Premises, whether or not Tenant may have acted negligently with respect
to  such  Hazardous  Materials.

     To  the  extent  permitted by law, Landlord shall and does hereby indemnify
Tenant  and  agrees  to  save  it  harmless from and against any and all claims,
actions,  damages, liabilities and expenses (including reasonable attorneys' and
other  professional  fees),  judgments,  settlement  payments,  and  fines paid,
incurred  or suffered by Tenant in connection with loss of life, personal injury
and/or  damage  to property suffered by third parties arising from or out of the
use  of any portion of the Common Areas by Landlord, to the extent occasioned by
any act or omission of Landlord, its officers, agents, contractors or employees.
Landlord  shall indemnify, hold harmless and defend Tenant, its agents, servants
and  employees from and against all claims, actions, losses and expenses made by
third  parties  (including  reasonable  attorneys'  and other professional fees)
arising  from  any  conduct,  activity, act, omission or operation involving the
use,  handling,  generation,  treatment,  storage,  disposal  or  release of any
Hazardous Material(s) in, from or to the Premises or the Shopping Center, to the
extent  caused  directly  by  the  actions of Landlord, its agents, servants and
employees,  and  not  arising  solely  out  of  Landlord's  position  as  an
owner/operator  of  the  Shopping  Center.

The  obligations  of the parties pursuant to this Section 13.1 shall survive any
termination  of this Lease with respect to any act, omission or occurrence which
took  place  prior  to  such  termination.

     Section  13.2.     Landlord  Not  Responsible  for  Acts  of  Others.
                        -------------------------------------------------

     Landlord  shall  not  be  liable  to  Tenant, or to those claiming, through
Tenant,  for  any loss or damage which may result from (a) the acts or omissions
of  persons occupying space in any part of the Shopping Center, or their agents,
employees,  contractors or invitees or (b) from the breaking, bursting, stoppage
or  leaking  of electrical cable and wires, or water, gas, sewer or steam pipes.
Tenant  acknowledges  that its use of the Premises and Shopping Center is at its
own  risk.

     Section  13.3.     Tenant's  Insurance.
                        -------------------

     At  all  times on and after delivery of the Premises to Tenant, Tenant will
carry  and  maintain,  at  its  expense:

     (a)  a non-deductible commercial general liability insurance policy,
          including (but not limited to) insurance against assumed or
          contractual liability under this Lease, with respect to liability
          arising out of the ownership, use, occupancy or maintenance of the
          Premises and all areas appurtenant thereto, to afford protection with
          respect to personal injury, death or property damage of not less than
          Two Million Dollars ($2,000,000) per occurrence combined single
          limit/Four Million Dollars ($4,000,000) general aggregate (but not
          less than $2,000,000 per location aggregate); and

     (b)  special form property and casualty insurance policy, including theft
          coverage, written at not less than eighty percent (80%) replacement
          cost value covering all of Tenant's personal property in the Premises
          (including, without limitation, inventory, trade fixtures, furniture
          and other property removable by Tenant under the provisions of this
          Lease) and all leasehold improvements installed in the Premises by or
          on behalf of Tenant, which policy may have a deductible of not more
          than $25,000; and

     (c)  comprehensive boiler and machinery equipment policy, including
          electrical apparatus, if applicable, which policy may have a
          deductible of not more than $25,000; and

     (d)  if and to the extent required by law, worker's compensation insurance
          policy, or similar insurance in form and amounts required by law.

                                       18
<PAGE>

     Tenant  may  maintain  the required liability and special form property and
casualty  insurance  in the form of a blanket policy covering other locations of
Tenant in addition to the Premises; provided, however, that Tenant shall provide
Landlord with a certificate of insurance specifically naming the location of the
Premises,  the  limits  of  which coverage are to be at least in the amounts set
forth  in  this  Section  13.3.

     Notwithstanding  the  foregoing, Tenant may carry the required special form
property  and  casualty  insurance  in  a  deductible  form  and  may  elect  to
self-insure  such  deductible, so long as the amount of such deductible does not
exceed  Five  Thousand  and  00/100 Dollars ($5,000.00) and Tenant agrees not to
hold  Landlord,  its  officers,  agents, contractors or employees liable for any
losses  which  would  otherwise  be  covered  by such deductible.  Tenant hereby
expressly  waives  all right of recovery against Landlord, its officers, agents,
employees  or  contractors  for  damage  which would otherwise be covered by any
deductible  contained  in  Tenant's  insurance  policies  covering the Premises.

     Section  13.4.     Tenant's  Contractor's  Insurance.
                        ---------------------------------

     Tenant  shall  require  any  contractor  of  Tenant  performing work on the
Premises  to  carry  and  maintain, at no expense to Landlord, a non-deductible:

     (a)  commercial general liability insurance policy, including (but not
          limited to) contractor's liability coverage, contractual liability
          coverage, completed operations coverage, broad form property damage
          endorsement and contractor's protective liability coverage, to afford
          protection, with respect to personal injury, death or property damage
          of not less than Three Million Dollars ($3,000,000) per occurrence
          combined single limit/Five Million Dollars ($5,000,000) general
          aggregate (but not less than $3,000,000 per location aggregate);

     (b)  comprehensive automobile liability insurance policy with a combined
          single limit for each occurrence of not less than One Million Dollars
          ($1,000,000) with respect to personal injury or death and property
          damage; and

     (c)  worker's compensation insurance policy or similar insurance in form
          and amounts required by law.

     Section  13.5.     Policy  Requirements.
                        --------------------

     The  companies  writing any insurance which Tenant is required to carry and
maintain  pursuant  to Sections 13.3 and 13.4, shall maintain a rating from A.M.
Best  Company,  Inc.  of  at  least  A-IX, or a comparable rating if the current
rating  system is changed.  The commercial general liability policies shall name
Landlord  and/or  its  designee(s)  as additional insured and casualty insurance
policies,  shall  name  Landlord  and/or  its  designee(s)  as  loss payee.  All
policies  shall  be  primary  and  non-contributory  with  respect to Landlord's
liability  arising  out  of the act or omission of Tenant, its officers, agents,
contractors,  employees  or  (while  in  the  Premises) invitees, and shall also
contain  a  provision  by which the insurer agrees that such policy shall not be
cancelled,  materially changed or not renewed without at least thirty (30) days'
advance  notice  to  Landlord,  c/o  The  Rouse  Company,  10275 Little Patuxent
Parkway,  Columbia,  Maryland 21044, Attention: Risk Manager, by certified mail,
return receipt requested, or to such other party or address as may be designated
by  Landlord or its designee.  Each such policy, or a certificate thereof, shall
be  deposited  with  Landlord  by  Tenant promptly upon commencement of Tenant's
obligation  to  procure  the  same.

     Section  13.6.     Waiver of Right of Recovery.
                        ---------------------------

     Except  for  the  indemnification contained in Section 13.1 with respect to
Hazardous Materials, neither Landlord nor Tenant shall be liable to the other or
to any insurance company (by way of subrogation or otherwise) insuring the other
party  for  any  loss  or  damage  to  any building, structure or other tangible
property, or any resulting loss of income, or losses under worker's compensation
                                       19
<PAGE>

laws and benefits, even though such loss or damage might have been occasioned by
the  negligence  of such party, its agents or employees.  The provisions of this
Section  13.6 shall not limit the indemnification for liability to third parties
pursuant  to  Section  13.1.  In  the  event  of  a  permitted sublease or other
occupancy  agreement  for  all  or  a  portion of the Premises, the subtenant or
occupant  shall expressly agree in writing to be bound by the provisions of this
Section  13.6  (as  if such subtenant or occupant were Tenant hereunder) for the
benefit  of  Landlord.  The  owner or occupant of any Anchor within the Shopping
Center  shall  have  the benefit of this Section 13.6. and none of them shall be
liable  to  Tenant  or  Tenant's  insurance  company  for  any  loss  or damage.


                                  ARTICLE XIV
                             DAMAGE AND DESTRUCTION
                            ------------------------

     Section  14.1.     Landlord's Obligation to Repair  and  Reconstruct.
                        ---------------------------------------------------

     If  the  Premises shall be damaged by fire, the elements, accident or other
casualty  (any  of  such causes being referred to herein as a "Casualty"), then,
subject to the provisions of Section 14.2, Landlord shall in a reasonably prompt
manner  cause such damage to be repaired.  All such repairs shall be made at the
expense  of  Landlord;  but  Landlord  shall not be required to perform any work
beyond  that  described  in  Schedule  B.  Landlord  shall  not  be  liable  for
interruption  to  Tenant's business or for damage to or replacement or repair of
Tenant's  personal  property  (including,  without  limitation, inventory, trade
fixtures,  furniture and other property removable by Tenant under the provisions
of  this Lease) or to any leasehold improvements installed in the Premises by or
on  behalf  of  Tenant,  all  of  which  damage,  replacement or repair shall be
undertaken  and  completed  by  Tenant  promptly.

If,  as  the  result of Casualty, the Premises are rendered partially or totally
untenantable,  Annual  Basic  Rental,  Tenant's  Occupancy Charge and Additional
Rental  shall  be  abated  proportionately  as  to  the  portion of the Premises
rendered  untenantable  and  continuing  to  be untenantable, and the Breakpoint
shall  be  proportionately  reduced  until  the  Premises  are  tenantable.

     Section  14.2.     Landlord's  and Tenant's Option to Terminate Lease.
                        ---------------------------------------------------

     Landlord may elect to terminate this Lease if the Premises are (a) rendered
wholly  untenantable,  or  (b)  damaged  as  a  result of any cause which is not
covered  by Landlord's insurance or (c) damaged or destroyed in whole or in part
during  the  last  three (3) years of the Term, or if Landlord's Building or the
individual building in which Tenant is located is damaged to the extent of fifty
percent (50%) or more of the leasable floor area contained therein, by giving to
Tenant  notice  of such election within ninety (90) days after the occurrence of
such  event;  provided, however, that Landlord shall only exercise such right in
the  event  that  (i)  Landlord  elects not to rebuild the Premises and does not
commence  rebuilding  of the Premises within one (1) year after the date of such
Casualty, and (ii) Landlord terminates the leases of all other retail tenants in
Landlord's  Building  or  the  individual  building  in  which Tenant is located
similarly  affected  by  such  Casualty.

     Tenant  may  elect  to  terminate  this  Lease  if

     (x)  the Premises are damaged in whole or in part and are thereby rendered
          wholly untenantable for a period of time exceeding twenty (20) days
          during the last three (3) years of the Term, by giving Landlord
          written notice of such termination within thirty (30) days after the
          date of such Casualty, or

     (y)  Landlord does not commence to repair, restore or rebuild the Premises
          within eighteen (18) months after the occurrence of any such Casualty,
          by giving Landlord written notice of such termination within thirty
          (30) days after the expiration of said period and provided Landlord
          does not commence to repair the Premises within thirty (30) days of
          said notice.
                                       20
<PAGE>

     In  the  event  this  Lease  is  terminated pursuant to the foregoing, both
parties,  subject  to  Section 20.21 hereof, will be relieved of all obligations
under  this  Lease  except  those obligations occurring or accruing prior to the
date  of  such  termination, and Rental shall be adjusted as of such termination
date.

     Section 14.3.     Demolition of Landlord's Building.
                       ---------------------------------

     In  addition to Landlord's termination rights described in Section 14.2, if
Landlord's Building or the individual building in which the Premises are located
shall be so substantially damaged that it is reasonably necessary, in Landlord's
sole  judgment, to demolish same for the purpose of reconstruction, Landlord may
demolish  the same, in which event the Rental shall be abated to the same extent
as  if  the  Premises  were  rendered  untenantable  by  a  Casualty  .

     Section  14.4.     Insurance  Proceeds.
                        -------------------

     If  Landlord  does  not  elect  to terminate this Lease pursuant to Section
14.2, Landlord shall, subject to the prior rights of any Mortgagee, disburse and
apply  any  insurance  proceeds  received  by  Landlord  to  the restoration and
rebuilding  of  Landlord's Building in accordance with Section 14.1 hereof.  All
insurance  proceeds  payable  with  respect  to the Premises (excluding proceeds
payable to Tenant pursuant to Section 13.3) shall belong to and shall be payable
to  Landlord  and  shall  be  applied  toward the restoration of the Premises to
substantially  the  same  condition  as  existed  prior  to  such  damage.


                                   ARTICLE XV
                                  CONDEMNATION
                                  ------------

     Section  15.1.     Effect  of  Taking.
                        ------------------

     If  any  part  of  the  Premises  shall be taken under the power of eminent
domain,  this  Lease  shall  terminate  on  the date Tenant is required to yield
possession  thereof.  If twenty percent (20%) or more of the leasable floor area
contained  in  Landlord's  Building  or  the  individual  building  in which the
Premises  are  located  is so taken, or if parking spaces in the Shopping Center
are  so  taken  thereby  reducing  the number of parking spaces to less than the
number  required  by  law  and  Landlord does not deem it reasonably feasible to
replace  such  parking  spaces  with  other parking spaces on the portion of the
Shopping Center not taken, then Landlord may elect to terminate this Lease as of
the date on which possession thereof is required to be yielded to the condemning
authority,  by giving notice of such election within ninety (90) days after such
date.  If  any  notice  of  termination  is given pursuant to this Section, this
Lease  and the rights and obligations of the parties hereunder shall cease as of
the  date  of  such  notice  and Rental shall be adjusted as of the date of such
termination.

     Section  15.2.     Condemnation  Awards.
                        --------------------

     All  compensation  awarded  for  any  taking  of  the  Premises, Landlord's
Building,  Landlord's Property, or any interest in any of the same, shall belong
to  and  be  the  property  of Landlord, Tenant hereby assigning to Landlord all
rights  with  respect thereto; provided, however, nothing contained herein shall
prevent Tenant from applying for reimbursement from the condemning authority (if
permitted  by  law)  for  moving expenses, or the expense of removal of Tenant's
trade  fixtures, or loss of Tenant's business good will, but only if such action
shall  not  reduce  the  amount  of  the  award  or other compensation otherwise
recoverable  from  the  condemning authority by Landlord or the owner of the fee
simple  estate  in Landlord's Property.  Notwithstanding the foregoing, Landlord
shall  pay  Tenant  that  portion  of  any net (of collection expenses) award or
payment  received  by Landlord attributable to the unamortized value of Tenant's
leasehold  improvements,  erected  at  Tenant's  expense  in  the  Premises,  if
permitted  by  Landlord's  Mortgagee,  any  ground  lease  and  law,  based  on
straight-line  depreciation from installation until the Termination Date, to the
extent  such  funds are so permitted to be paid.  In order to give effect to the
immediately  preceding  sentence,  Tenant  shall,  within  sixty (60) days after
                                       22
                                       21
                                       23
                                       21
<PAGE>

opening for business in the Premises, notify Landlord in writing as to the value
of  its  leasehold  improvements  (excluding  any  cash  allowances  or  monies
contributed  by  Landlord  to  Tenant).


                                 ARTICLE XVI
                            ASSIGNMENT AND SUBLETTING
                          ---------------------------

      Section  16.1.     Landlord's  Consent Required.
                         -----------------------------

     (a)  Except  as provided in Section 17.4 with respect to assignment of this
Lease following Tenant's bankruptcy, Tenant will not assign this Lease, in whole
or  in part, nor sublet all or any part of the Premises, nor license concessions
or  lease  departments  therein,  nor  pledge  or  encumber by mortgage or other
instruments  its  interest  in  this  Lease  (each individually and collectively
referred to in this Article as a "Transfer") without first obtaining the consent
of  Landlord,  which  consent  Landlord  may  withhold  in its sole and absolute
discretion.  This  prohibition  includes, without limitation, any Transfer which
would  otherwise  occur  by  operation  of  law,  merger,  consolidation,
reorganization,  transfer  or other change of Tenant's corporate, partnership or
proprietary structure or ownership.  Any Transfer to or by a receiver or trustee
in  any  federal or state bankruptcy, insolvency, or similar proceeding shall be
subject  to, and in accordance with, the provisions of Section 17.4.  Consent by
Landlord  to  any  Transfer shall not constitute a waiver of the requirement for
such consent to any subsequent Transfer.  Notwithstanding the foregoing, sale of
stock  over  a  nationally  recognized  security  exchange shall not be deemed a
Transfer  for  the  purposes  of  this  Lease.

     (b)     Notwithstanding  the general prohibition against Transfer contained
in Section 16.1(a), provided Tenant is not in default under any of the terms and
conditions  of  this  Lease,  and  further  provided  that  Tenant has fully and
faithfully  performed  all of the terms and conditions of this Lease, (i) Tenant
shall  have  the  right,  without  Landlord's consent but with written notice to
Landlord  at  least  thirty  (30)  days prior to such assignment, to assign this
Lease  to  any  parent,  subsidiary  or  affiliate  entity  of Tenant, or to the
surviving  entity  in  connection  with  a  merger, consolidation or acquisition
between  Tenant  and  its  parent or any of its subsidiaries for any of the then
remaining portion of the unexpired Term, and (ii) Landlord will not unreasonably
withhold  consent  to  any  other  Transfer;

provided,  in  each  instance  of  (i)  or  (ii):

          (A)  the net worth of the assignee, licensee, sublessee or other
               transferee (each a "Transferee") immediately prior to the
               Transfer shall not be less than the greater of the net worth of
               Tenant immediately prior to the Transfer or the net worth of
               Tenant at the time of the signing of this Lease, as evidenced by
               audited financial statements;

          (B)  such Transferee shall continue to operate the business conducted
               in the Premises under the same Tenant Trade Name, in the same
               manner as Tenant and pursuant to all of the provisions of this
               Lease;

          (C)  such Transferee shall assume in writing, in a form acceptable to
               Landlord, all of Tenant's obligations hereunder and Tenant shall
               provide Landlord with a copy of such assumption/transfer
               document;

          (D)  Tenant to which the Premises were initially leased shall continue
               to remain liable under this Lease for the performance of all
               terms, including, but not limited to, payment of Rental due under
               this Lease; and

          (E)  Tenant's guarantor, if any, shall continue to remain liable under
               the terms of the Guaranty of this Lease and, if Landlord deems it
               necessary, such guarantor shall execute such documents necessary
               to insure the continuation of its guaranty.

If the proposed Transfer is a Transfer under (i) above, if at any time following
the  Transfer  the parent, subsidiary or affiliate of Tenant to which this Lease
was  assigned  ceases  to  be  a parent, subsidiary or affiliate of Tenant, such
event  shall  constitute  a  Transfer  requiring  Landlord's  consent hereunder.

If  the  proposed  Transfer  is  a  Transfer  under  (ii)  above,  the following
additional  conditions  shall  apply:

          (F)  such Transfer shall involve all or substantially all of Tenant or
               its assets;

          (G)  such Transfer shall not adversely affect the quality and type of
               business operation which Tenant has conducted theretofore;

          (H)  such Transferee shall possess qualifications to conduct the
               Tenant business substantially equivalent to those of Tenant and
               shall have demonstrated recognized experience in successfully
               operating such a business, including, without limitation,
               experience in successfully operating a similar quality business
               in first-class shopping centers;

          (I)  Tenant shall pay to Landlord Additional Rental of One Thousand
               Dollars ($1,000.00) prior to the effective date of the Transfer
               in order to reimburse Landlord for all of its internal costs and
               expenses incurred with respect to the Transfer;

          (J)  as of the effective date of the Transfer and continuing
               throughout the remainder of the Term, the Annual Basic Rental
               shall be the greater of (x) the Annual Basic Rental set forth in
               Section 1.1.G hereof, or (y) the sum of all Annual Basic Rental
               and all Annual Percentage Rental payable by Tenant during the
               twelve calendar months preceding the transfer;

          (K)  Landlord shall receive upon execution of its consent (i) the
               repayment of any construction or other allowances given to the
               original Tenant as provided elsewhere in this Lease; (ii) any due
               but unpaid Rental; and (iii) an amount equal to seven percent
               (7%) any and all consideration paid or agreed to be paid,
               directly or indirectly, to Tenant for such Transfer with respect
               to Tenant's store in the Premises (or for the sale of Tenant's
               business in the Premises in connection with which any such
               Transfer is made); and

          (L)  if such consent is required, Landlord's Mortgagee(s) shall have
               consented in writing to such Transfer.

     Section  16.2.     Acceptance  of Rent from Transferee.
                        -----------------------------------

     The  acceptance by Landlord of the payment of Rental following any Transfer
prohibited  by  Section  16.1 shall not be deemed to be a consent by Landlord to
any  such  Transfer  nor shall the same be deemed to be a waiver of any right or
remedy  of  Landlord  hereunder.

     Section  16.3.     Additional  Provisions  Respecting  Transfers.
                        ---------------------------------------------

     Without  limiting  Landlord's right to withhold its consent to any Transfer
by  Tenant,  and regardless of whether Landlord shall have consented to any such
Transfer,  neither  Tenant  nor  any  other  person  having  an  interest in the
possession,  use  or  occupancy  of the Premises or any part thereof shall enter
into  any  lease, sublease, license, concession, assignment or other transfer or
                                       22
<PAGE>

agreement for possession, use or occupancy of all or any portion of the Premises
which  provides  for  rental  or  other  payment  for  such  use,  occupancy  or
utilization  based, in whole or in part, on the net income or profits derived by
any  person  or  entity from the space so leased, used or occupied, and any such
purported  lease, sublease, license, concession, assignment or other transfer or
agreement  shall be absolutely void and ineffective as a conveyance of any right
or  interest  in  the  possession,  use  or  occupancy of all or any part of the
Premises.  There  shall  be  no  deduction  from  the  rental  payable under any
sublease  or  other transfer nor from the amount thereof passed on to any person
or  entity,  for  any  expenses or costs related in any way to the subleasing or
transfer  of  such  space.

     If  Tenant  shall  make or suffer any such Transfer without first obtaining
any  consent  of Landlord required by Section 16.1, any and all amounts received
as a result of such Transfer shall be the property of Landlord to the extent the
same (determined on a square foot basis) is greater than the Annual Basic Rental
(on  a square foot basis) payable under this Lease, it being the parties' intent
that  any  profit resulting from such Transfer shall belong to Landlord, but the
same  shall  not be deemed to be a consent by Landlord to any such Transfer or a
waiver  of  any  right  or  remedy  of  Landlord  hereunder.


                                  ARTICLE XVII
                                    DEFAULT
                                    -------

      Section  17.1.     "Event  of  Default"  Defined
                         -----------------------------

     Any  one  or  more  of  the  following events shall constitute an "Event of
     Default":

     (a)  The failure of Tenant to pay any Rental or other sum of money within
          ten (10) days after the same is due hereunder; provided, however,
          Landlord shall give Tenant ten (10) days' notice of late payment of
          Rental once only in any Rental Year during the Term before such late
          payment shall constitute an Event of Default hereunder. Upon the
          second and subsequent such occurrence in any Rental Year, Landlord
          shall have the right to proceed against Tenant and the Premises
          without such notice.

     (b)  Default by Tenant in the performance or observance of any covenant or
          agreement of this Lease (other than a default involving the payment of
          money), which default is not cured within fifteen (15) days after the
          giving of notice thereof by Landlord, unless such default is of such
          nature that it cannot be cured within such fifteen (15) day period, in
          which case no Event of Default shall occur so long as Tenant shall,
          with notice to Landlord, commence the curing of the default within
          such fifteen (15) day period and shall thereafter diligently prosecute
          the curing of same; provided, however, if Tenant shall default in the
          performance of any such covenant or agreement of this Lease two (2) or
          more times in any twelve (12) month period, then notwithstanding that
          each of such defaults shall have been cured by Tenant, any further
          similar default shall be deemed an Event of Default without the
          ability for cure.

     (c)  The vacation or abandonment of the Premises by Tenant at any time
          following delivery of possession of the Premises to Tenant.

     (d)  The sale of Tenant's interest in the Premises under attachment,
          execution or similar legal process, or the admission in writing by
          Tenant of its inability to pay its debts when due or the making by
          Tenant of an assignment for the benefit of creditors, or the
          appointment of a receiver or Trustee for the business or property of
          Tenant, unless such appointment shall be vacated within thirty (30)
          days of its entry.
                                       23
<PAGE>

     (e)  The commencement of a case under the Federal Bankruptcy Code by or
          against Tenant or any guarantor of Tenant's obligations hereunder, or
          the filing of a voluntary or involuntary petition proposing the
          adjudication of Tenant or any such guarantor as bankrupt or insolvent
          under any state or federal bankruptcy or insolvency law, or an
          arrangement by Tenant or any such guarantor with its creditors, unless
          the petition is filed by a party other than Tenant or any guarantor
          and is withdrawn or dismissed within sixty (60) days after the date of
          its filing.

     (f)  The occurrence of any other event described elsewhere in this Lease as
          constituting an "Event of Default".

     Section  17.2.     Remedies.
                        --------

     Upon  the  occurrence  of  an Event of Default, Landlord, may do any one or
more  of  the  following:

     (a)  Enter the Premises and take possession of any and all personal
          property of Tenant, whether exempt or not from sale under execution or
          attachment (it being agreed that said property shall at all times be
          bound with a lien in favor of Landlord and shall be chargeable for all
          Rental and for the fulfillment of the other covenants and agreements
          herein contained), and Landlord may sell all or any part thereof at
          public or private sale. Tenant agrees that five (5) days prior notice
          of any public or private sale shall constitute reasonable notice. The
          proceeds of any such sale shall be applied, first, to the payment of
          all costs and expenses of conducting the sale or storing said
          property; second, toward the payment of any Rental, which may be or
          may become due from Tenant to Landlord; and third, to pay Tenant, on
          demand, any surplus remaining after all Rental has been fully paid.

     (b)  Perform, on behalf and at the expense of Tenant, any obligation of
          Tenant under this Lease which Tenant has failed to perform and of
          which Landlord shall have given Tenant notice, the cost of which
          performance by Landlord, together with interest thereon at the Default
          Rate from the date of such expenditure, shall be deemed Additional
          Rental and shall be payable by Tenant to Landlord upon demand.

     (c)  Elect to terminate this Lease and the tenancy created hereby by giving
          notice of such election to Tenant, and reenter the Premises, in
          accordance with applicable law, and remove Tenant and all other
          persons and property from the Premises, and may store such property in
          a public warehouse or elsewhere at the cost of and for the account of
          Tenant and without Landlord being deemed guilty of trespass or
          becoming liable for any loss or damage occasioned thereby.

     (d)  Exercise any other legal or equitable right or remedy which it may
          have.

     Any  costs  and  expenses  incurred  by  Landlord  (including  reasonable
attorneys'  fees)  in  enforcing  any of its rights or remedies under this Lease
shall  be  deemed  to  be  Additional  Rental and shall be repaid to Landlord by
Tenant  upon  demand.

     Section  17.3.     Damages.
                        -------

     If  this  Lease is terminated by Landlord pursuant to Section 17.2., Tenant
nevertheless shall remain liable for (a) any Rental and damages which may be due
or  sustained  prior  to  such  termination,  (b) all reasonable costs, fees and
expenses  including,  but not limited to, reasonable attorneys' fees incurred by
Landlord  in  pursuit  of  its remedies hereunder, or in renting the Premises to
others  from  time  to  time  and  (c)  additional  damages  (the "Future Rental
Damages"),  which,  at  the  election  of  Landlord  shall  be  either:
                                       24
<PAGE>

     (i)  an amount equal to the Rental which, but for termination of this
          Lease, would have become due during the remainder of the Term, less
          the amount of Rental, if any, which Landlord shall receive during such
          period from others to whom the Premises may be rented (other than any
          Additional Rental received by Landlord as a result of any failure of
          such other person to perform any of its obligations to Landlord), in
          which case such Future Rental Damages shall be computed and payable in
          monthly installments, in advance, on the first day of each calendar
          month following termination of this Lease and continuing until the
          date on which the Term would have expired but for such termination,
          and any suit or action brought to collect any such Future Rental
          Damages for any month shall not in any manner prejudice the right of
          Landlord to collect any Future Rental Damages for any subsequent month
          by a similar proceeding; or

     (ii) an amount equal to the present worth (as of the date of such
          termination) of Rental which, but for termination of this Lease, would
          have become due during the remainder of the Term, less the fair rental
          value of the Premises, as determined by Landlord in its commercially
          reasonable judgment, in which case such Future Rental Damages shall be
          payable to Landlord in one lump sum on demand and shall bear interest
          at the Default Rate until paid. For purposes of this clause (ii),
          "present worth" shall be computed by discounting such amount to
          present worth at a discount rate equal to one percentage point above
          the discount rate then in effect at the Federal Reserve Bank nearest
          to the location of the Shopping Center.

     For  purposes of computing the Future Rental Damages, the Annual Percentage
Rental payable with respect to each Rental Year following termination (including
the Rental Year in which such termination shall take place) shall be presumed to
be  equal  to  the average Annual Percentage Rental payable with respect to each
Rental  Year preceding termination and Gross Sales shall be extrapolated for any
partial  Rental  Year.

     If  this  Lease  is terminated pursuant to Section 17.2, Landlord shall use
reasonable  efforts to relet the Premises so as to mitigate damages provided any
such  reletting  shall be on terms acceptable to Landlord, and if there is other
vacant  space  in the Shopping Center, Landlord may give priority to the leasing
of  such  vacant space instead of the Premises.  Landlord shall not be obligated
to  incur  any out-of-pocket expense in connection with its efforts to relet the
Premises.

     Nothing  contained  in  this  Lease  shall  limit or prejudice the right of
Landlord  to  prove  for  and obtain, in proceedings for the termination of this
Lease  by  reason  of  bankruptcy  or insolvency, an amount equal to the maximum
allowed  by any statute or rule of law in effect at the time when, and governing
the  proceedings  in  which,  the  damages  are to be proved, whether or not the
amount  be  greater,  equal  to,  or less than the amount of the loss or damages
referred  to above.  The failure or refusal of Landlord to relet the Premises or
any  part  or  parts  thereof shall not release or affect Tenant's liability for
damages.

     Section 17.4.     Remedies in Event of Bankruptcy or Other Proceeding.
                       ---------------------------------------------------

     In  addition  to  Landlord's  rights and remedies established by law or set
forth  elsewhere  in this Lease, including without limitation Section 17.1, upon
the occurrence of any event described in Sections 17.1(d) or (e), Landlord shall
have  the  following  rights  and  remedies  with respect to Tenant or Tenant as
debtor-in-possession  or  the  trustee  appointed  in any such proceeding (being
collectively  referred  to  as  "Tenant"  only  for the purposes of this Section
17.4):

     (a)  Within twenty (20) days of the occurrence of any event described in
          Sections 17.1(d) and (e), Tenant shall deposit with Landlord or a
          financial institution reasonably acceptable to Landlord, a sum equal
          to three (3) months' Rental for the Premises, to be utilized by
          Landlord as partial adequate assurance of the complete and continuous
          future performance of Tenant's obligations under this Lease;
                                       25
<PAGE>

     (b)  All provisions of this Lease governing the payment of interest and
          late charges are fully applicable to all Rental accruing during any
          event described in Sections 17.1 (d) and (e);

     (c)  If Tenant assumes this Lease and proposes to assign the same (pursuant
          to Title 11 U.S.C. 365, or as the same may be amended) then notice of
          such proposed assignment, setting forth (x) the name and address of
          such person, (y) all of the terms and conditions of such offer, and
          (z) the adequate assurance to be provided to Landlord including,
          without limitation, the assurances referred to in Title 11 U.S.C.
          365(b)(3), as it may be amended, must be provided to Landlord no later
          than thirty (30) days prior to the date that Tenant shall make
          application to such court for approval to enter into such assignment
          and assumption, and Landlord shall thereupon have the prior right and
          option, to be exercised by notice to Tenant given at any time prior to
          the effective date of such proposed assignment, to accept, or to cause
          Landlord's designee to accept, an assignment of this Lease upon the
          same terms and conditions and for the same consideration, if any, as
          the bona fide offer made by such person less any brokerage commissions
          which may be payable out of the consideration to be paid by such
          person for the assignment of this Lease.

     (d)  If Tenant assumes this Lease and proposes to assign the same, and
          Landlord does not exercise its option pursuant to paragraph (c) of
          this Section 17.4, in addition to all of Landlord's rights and
          remedies established by law or set forth elsewhere in this Lease,
          Tenant hereby agrees that:

          (i)  such assignee shall assume in writing on Landlord's standard form
               all of the terms, covenants and conditions of this Lease and such
               assignee shall provide Landlord with assurances satisfactory to
               Landlord that it has the experience in operating stores having
               the same or substantially similar uses as the Permitted Use, in
               similar number of total stores and in the same general geographic
               area as Tenant prior to the commencement of any event described
               in Sections 17.1(d) and (e), in first-class shopping centers,
               sufficient to enable it so to comply with the terms, covenants
               and conditions of this Lease and successfully operate the
               Premises without diminution in Gross Sales;

          (ii) such assignee shall, at Landlord's discretion, pay to Landlord or
               post to Landlord's benefit an unconditional letter of credit in
               an amount equal to six (6) months' Rental under this Lease; and

          (iii)if such assignee makes any payment to Tenant, or for Tenant's
               account, for the right to assume this Lease (including, without
               limitation, any lump sum payment, installment payment or payment
               in the nature of rent over and above the Rental payable under
               this Lease), Tenant shall pay over to Landlord one-half (1/2) of
               any such payment.

(e)     All Rental shall be deemed "rent reserved" under this Lease for purposes
of  any claim made by Landlord, including without limitation, claims pursuant to
Section  502(b)(6)  of  the  Bankruptcy  Code;  and

(f)     All  reasonable  costs  and  fees  of  attorneys and other professionals
expended  by  Landlord  as  a  result of any of the events described in Sections
17.1(d)  and  (e)  or in this Section shall be repaid to Landlord by Tenant upon
demand.

                                  ARTICLE XVIII
                          SUBORDINATION AND ATTORNMENT
                          ----------------------------
                                       26
<PAGE>


     Section  18.1.     Subordination.
                        -------------

     Unless  a  Mortgagee  (as  hereinafter  defined)  shall  otherwise elect as
provided  in Section 18.2, Tenant's rights under this Lease are and shall remain
subject  and  subordinate  to  the operation and effect of any mortgage, deed of
trust  or  other  security  instrument  constituting a lien upon the Premises or
Landlord's interest therein, or any lease of land and/or building(s) to Landlord
involving  the  Premises,  whether  the  same  shall be in existence at the date
hereof  or  created  hereafter, any such lease, mortgage, deed of trust or other
security  instrument  being referred to herein as a "Mortgage", and the party or
parties having the benefit of the same, whether as lessor, mortgagee, trustee or
noteholder,  being referred to herein as a "Mortgagee".  Tenant's acknowledgment
and  agreement of subordination provided for in this Section are self-operative;
however,  Tenant shall execute the Subordination, Non-Disturbance and Attornment
Agreement  attached  to this Lease at the same time that it executes this Lease,
and  any  such  further  assurances  as  may,  during the Term of this Lease, be
requested  by  Landlord  or  any  Mortgagee.

     Section  18.2.     Mortgagee's  Unilateral  Subordination.
                        --------------------------------------

     If  a Mortgagee shall so elect by notice to Tenant or by the recording of a
unilateral  declaration  of  subordination,  this  Lease  and  Tenant's  rights
hereunder  shall  be  superior  and prior in right to the Mortgage of which such
Mortgagee  has  the benefit, with the same force and effect as if this Lease had
been  executed,  delivered  and  recorded  prior  to the execution, delivery and
recording  of such Mortgage, subject, nevertheless, to such conditions as may be
set  forth  in  any  such  notice  or  declaration.

     Section  18.3.     Attornment.
                        ----------

     If  any  person  shall succeed to all or part of Landlord's interest in the
Premises,  whether  by purchase, foreclosure, deed in lieu of foreclosure, power
of  sale,  termination of lease or otherwise, and if so requested or required by
such  successor  in  interest, Tenant shall attorn to such successor in interest
and  shall  execute  such  agreement  in confirmation of such attornment as such
successor  in  interest  shall  reasonably  request,  provided  such
successor-in-interest  agrees to assume all of Landlord's obligations under this
Lease  occurring subsequent to its succession.  If such successor-in-interest is
the  holder  or former holder of a Mortgage, Tenant agrees that any claim it may
have  against  Landlord  relating  to  any  event  occurring  before the date of
attornment  may not be asserted against the successor-in-interest nor may Tenant
offset  the  amount of any such claim against Rental payable hereunder; provided
that  the successor-in-interest will be obligated to correct any conditions that
existed  as  of the date of attornment which violate the successor-in-interest's
obligations  as  landlord  under  this  Lease.


                                  ARTICLE XIX
                                    NOTICES
                                    -------

     Section  19.1.     Sending  of  Notices.
                        --------------------

     Any  notice,  request,  demand, approval or consent given or required to be
given  under  this  Lease  shall  be in writing and shall be deemed to have been
given  on  the  earlier  to  occur  of:

     (a)  the date of actual delivery; or

     (b)  the third day following the day on which the same shall have been (i)
          mailed by United States registered or certified mail or express mail,
          return receipt requested, with all postage charges prepaid or (ii)
          deposited with a recognized delivery service.
                                       27
<PAGE>

     Any  notice  to  Tenant shall be addressed to the Tenant Notice Address and
any  notice  to  Landlord  (but  not  the payment of Rental or delivery of sales
reports)  shall  be  addressed to Landlord, Attention:  General Counsel, c/o The
Rouse  Company,  10275 Little Patuxent Parkway, Columbia, Maryland 21044, with a
copy  to  Landlord's  management  office  in  the  Shopping  Center.

     Either party may, at any time, change its address for the above purposes by
sending a notice to the other party stating the change and setting forth the new
address.

     Section  19.2.     Notice  to  Mortgagees.
                        ----------------------

     If any Mortgagee or Landlord on behalf of any Mortgagee shall notify Tenant
that  it  is the holder of a Mortgage affecting the Premises, no notice, request
or  demand thereafter sent by Tenant to Landlord shall be effective against such
Mortgagee  unless  and  until  a  copy  of  the  same shall also be sent to such
Mortgagee  in  the manner prescribed in Section 19.1 and to such address as such
Mortgagee  or  Landlord  shall  designate.


                                   ARTICLE XX
                                  MISCELLANEOUS
                                  -------------

     Section  20.1.     Radius  Restriction.
                        -------------------

     Section  20.2.     Estoppel  Certificates.
                        ----------------------

     At  any time and from time to time, within fifteen (15) days after Landlord
shall request the same, Tenant will execute, acknowledge and deliver to Landlord
and  to  such  Mortgagee  or  other  party  as  may be designated by Landlord, a
certificate in a form reasonably acceptable to the requesting party with respect
to  the matters required by such party (or in the form requested by Landlord and
attached  hereto as Schedule E) and such other matters relating to this Lease or
the  status  of  performance  of  obligations of the parties hereunder as may be
reasonably requested by such party.  If Tenant fails to provide such certificate
within  fifteen  (15)  days after request by Landlord, Tenant shall be deemed to
have  approved  the  contents  of  any  such  certificate submitted to Tenant by
Landlord  and  Landlord  is  hereby  authorized  to  so  certify.

     At  any  time  and from time to time, within fifteen (15) days after Tenant
shall  request  the  same,  Landlord  will  execute,  acknowledge and deliver to
Tenant,  or  such  other  party  as  may  be designated by Tenant, a certificate
setting  forth  the commencement and termination dates of this Lease, the amount
of  Rental  payable  by Tenant hereunder and the nature, if any, of any Event of
Default  existing  as  of  the  date  of  such  certificate.

     Section  20.3.     Inspections and Access by Landlord.
                        ----------------------------------

     Tenant will permit Landlord, its agents, employees and contractors to enter
all parts of the Premises during Tenant's business hours to inspect the same and
to  enforce  or  carry  out  any  provision  of  this  Lease, including, without
limitation,  any  access  necessary  for  the  making  of  any repairs which are
Landlord's  obligation  hereunder;  provided,  however, that, in the event of an
emergency,  Landlord  may enter the Premises for such purposes at any time.  Any
such  entry  shall  be  upon such notice, if any, as shall be feasible under the
circumstances  and  shall be made so as to reasonably minimize the disruption of
Tenant's  use  of  the  Premises.

     Section  20.4.     Memorandum  of  Lease.
                        ---------------------

     Neither this Lease nor a short form or memorandum thereof shall be recorded
in  the  public  records.
                                       28
<PAGE>

     Section  20.5.     Remedies  Cumulative.
                        --------------------

     No  reference  to  any specific right or remedy shall preclude either party
from  exercising  any  other  right  or  from  having  any  other remedy or from
maintaining  any  action  to  which  it  may  otherwise be entitled at law or in
equity.  No failure by either party to insist upon the strict performance of any
agreement,  term,  covenant  or  condition  hereof,  or to exercise any right or
remedy  consequent  upon  a breach thereof, and no acceptance of full or partial
rent during the continuance of any such breach, shall constitute a waiver of any
such  breach, agreement, term, covenant or condition.  No waiver by either party
of  any  breach  by Tenant under this Lease or of any breach by any other tenant
under  any  other  lease of any portion of the Shopping Center shall affect this
Lease  in  any  way  whatsoever.

     Section  20.6.     Successors and Assigns.
                        ----------------------

     This Lease and the covenants and conditions herein contained shall inure to
the  benefit  of  and  be binding upon Landlord, its successors and assigns, and
shall  be binding upon Tenant, its successors and assigns and shall inure to the
benefit  of  Tenant  and its permitted assigns and subtenants.  Upon any sale or
other  transfer  by  Landlord of its interest in the Premises and in this Lease,
and  the  assumption  by  Landlord's  transferee  of the obligations of Landlord
hereunder,  Landlord  shall  be  relieved  of  any  obligations under this Lease
accruing  thereafter.

     Section  20.7.     Captions  and  Headings.
                        -----------------------

     The table of contents and the Article and Section captions and headings are
for  convenience  of  reference  only and in no way shall be used to construe or
modify  the  provisions  set  forth  in  this  Lease.

     Section  20.8.     Joint  and Several Liability.
                        ----------------------------

     If  two  or  more individuals, corporations, partnerships or other business
associations  (or  any combination of two or more thereof) shall sign this Lease
as  Tenant,  the  liability of each such individual, corporation, partnership or
other  business  association  to  pay  rent  and  perform  all other obligations
hereunder  shall be deemed to be joint and several and all notices, payments and
agreements  given  or  made  by,  with  or  to  any  one  of  such  individuals,
corporations,  partnerships  or  other  business associations shall be deemed to
have  been  given or made by, with or to all of them.  In like manner, if Tenant
shall  be a partnership or other business association, the members of which are,
by  virtue  of  statute  or  federal  law,  subject  to  personal liability, the
liability  of  each  such  member  shall  be  joint  and  several.

     Section  20.9.     Broker's  Commission.
                        --------------------

     Each  of  the  parties represents and warrants that there are no claims for
brokerage  commissions or finders' fees in connection with the execution of this
Lease, and agrees to indemnify the other against, and hold it harmless from, all
<APGE>

liability arising from any such claim including, without limitation, the cost of
counsel  fees  in  connection  therewith.

     Section  20.10.     No  Discrimination.
                         ------------------

     It  is  Landlord's  policy  to comply with all applicable state and federal
laws  prohibiting  discrimination  in employment based on race, age, color, sex,
national origin, disability, religion, or other protected classification.  It is
further  intended  that  the  Shopping Center shall be developed and operated so
that  all  prospective  tenants thereof, and all customers, employees, licensees
and  invitees  of  all  tenants  shall  have equal opportunity to obtain all the
goods,  services,  accommodations,  advantages, facilities and privileges of the
Shopping  Center  without  discrimination  because  of  race,  age,  color, sex,
national  origin,  disability,  or  religion.  To  that  end,  Tenant  shall not
discriminate  in  the  conduct  and  operation  of  its business in the Premises
against  any  person  or  group of persons because of the race, age, color, sex,
religion,  national  origin  or other protected classification of such person or
group  of  persons.

     Section  20.11.     No  Joint  Venture.
                         ------------------

     Any intention to create a joint venture or partnership relation between the
parties  hereto is hereby expressly disclaimed.  The provisions of this Lease in
regard  to  the payment by Tenant and the acceptance by Landlord of a percentage
of Gross Sales of Tenant and others is a reservation for rent for the use of the
Premises.

     Section  20.12.     No  Option.
                         ----------

     The  submission  of  this  Lease  for  examination  does  not  constitute a
reservation of or option for the Premises, and this Lease shall become effective
only  upon  execution  and  delivery  thereof  by  both  parties.  Execution  by
signature of an authorized officer of Landlord or any corporate entity acting on
behalf  of  Landlord  shall  be  effective  only  upon  attestation thereof by a
corporate  Secretary  or  Assistant  Secretary  of  Landlord.

     Section  20.13.     No  Modification.
                         ----------------

     This  writing  is  intended  by  the parties as a final expression of their
agreement  and  as  a complete and exclusive statement of the terms thereof, all
negotiations, considerations and representations between the parties having been
incorporated  herein.  No  course of prior dealings between the parties or their
officers,  employees,  agents  or  affiliates shall be relevant or admissible to
supplement,  explain  or vary any of the terms of this Lease.  Acceptance of, or
acquiescence  in,  a  course  of  performance  rendered  under this or any prior
agreement  between  the  parties  or  their  affiliates shall not be relevant or
admissible  to  determine  the  meaning  of  any of the terms of this Lease.  No
representations,  understandings  or agreements have been made or relied upon in
the  making  of this Lease other than those specifically set forth herein.  This
Lease  can  be  modified  only by a writing signed by the party against whom the
modification  is  enforceable.

     Section  20.14.     Severability.
                         ------------

     If  any  portion of any term or provision of this Lease, or the application
thereof  to  any  person  or  circumstances  shall, to any extent, be invalid or
unenforceable,  the  remainder of this Lease, or the application of such term or
provision  to  persons  or circumstances other than those as to which it is held
invalid  or  unenforceable,  shall  not  be  affected thereby, and each term and
provision  of  this  Lease  shall be valid and be enforced to the fullest extent
permitted  by  law.

     Section  20.15.     Third  Party  Beneficiary.
                         -------------------------

     Nothing contained in this Lease shall be construed so as to confer upon any
other  party  the  rights  of  a third party beneficiary except rights contained
herein  for  the  benefit  of  a  Mortgagee.

     Section  20.16.     Applicable  Law.
                         ---------------

     This Lease and the rights and obligations of the parties hereunder shall be
construed  in accordance with the laws of the State in which the Shopping Center
is  located.

     Section  20.17.     Performance  of  Landlord's  Obligations  by Mortgagee.
                         -------------------------------------------------------

     Tenant  shall accept performance of any of Landlord's obligations hereunder
by  any  Mortgagee  of  Landlord.

                                       29
<PAGE>
     Section  20.18.     Waiver  of  Certain Rights.
                         --------------------------

     Landlord  and  Tenant hereby mutually waive any and all rights which either
may  have  to  request  a  jury  trial in any action, proceeding or counterclaim
(except for those involving personal injury or property damage suffered by third
parties)  arising  out of this Lease or Tenant's occupancy of or right to occupy
the  Premises.

     Tenant  further  agrees  that  in  the event Landlord commences any summary
proceeding  for  non-payment  of rent or possession of the Premises, Tenant will
not  interpose  and  hereby  waives  all  right  to interpose any non-compulsory
counterclaim  of  whatever nature in any such proceeding.  Tenant further waives
any right to remove said summary proceeding to any other court or to consolidate
said  summary  proceeding  with  any  other  action,  whether  brought  prior or
subsequent  to  the  summary  proceeding.

     Section  20.19.     Limitation on Right of Recovery Against Landlord.
                         ------------------------------------------------

     Tenant  acknowledges  and  agrees that the liability of Landlord under this
Lease  shall be limited to its interest in Landlord's Property and any judgments
rendered  against Landlord shall be satisfied solely out of the proceeds of sale
of  its interest in Landlord's Property.  No personal judgment shall lie against
Landlord  upon  extinguishment  of  its  rights  in  Landlord's Property and any
judgment  so  rendered  shall  not  give  rise to any right of execution or levy
against  Landlord's  assets.  The  provisions  hereof  shall inure to Landlord's
successors  and  assigns  including any Mortgagee.  The foregoing provisions are
not  intended  to  relieve  Landlord  from  the performance of any of Landlord's
obligations  under  this  Lease,  but  only  to  limit the personal liability of
Landlord  in  case  of  recovery  of  a judgment against Landlord; nor shall the
foregoing  be  deemed  to  limit  Tenant's rights to obtain injunctive relief or
specific  performance  or to avail itself of any other right or remedy which may
be  awarded  Tenant  by  law  or  under  this  Lease.

     Section  20.20.     Relocation  or  Termination.
                         ----------------------------

     If  in  connection  with  Landlord's  expansion  or  renovation of existing
improvements  or construction of new improvements (in each instance, "Landlord's
Construction"),  Landlord determines that it is necessary that Tenant vacate the
Premises  or  that  the  Premises  be  altered, Landlord may require that Tenant
surrender  possession  of  all  or  a  portion  of  the  Premises temporarily or
permanently.  In  such event, Landlord, in its sole and absolute discretion, may
either (a) offer to amend this Lease to (i) make the changes associated with the
change  in  Tenant's Floor Area caused by an alteration and/or (ii) lease Tenant
other  comparable  premises  within  the  Shopping  Center on the same terms and
conditions  as  those contained in this Lease either on a temporary basis or for
the balance of the remaining Term, or (b) terminate this Lease and pay Tenant an
amount  equal  to  the  yet  unamortized  net  cost  to  Tenant of its leasehold
improvements  in  the  Premises,  calculated  using a straight-line amortization
schedule and an amortization period equal to the Lease Term.  If Landlord offers
to  amend  this  Lease in accordance with (a), Landlord shall present a proposed
amendment  to Tenant reflecting the change in the Tenant's Floor Area and/or the
relocated  Premises.  If  the  proposed  amendment is not executed by Tenant and
delivered  to  Landlord  within  fifteen (15) days following its presentation to
Tenant,  Landlord  shall have the right at any time thereafter to terminate this
Lease  in  accordance  with  (b).  If  Landlord  elects  to terminate this Lease
pursuant  to  (b),  Landlord  shall do so by  notifying Tenant in writing of its
election  to  terminate,  which  notice  shall specify the date as of which this
Lease  shall terminate, which date will be no earlier than ninety (90) days from
the  date  of  the  notice.  The  amendment of this Lease in accordance with (a)
herein  or  the payment of the consideration in accordance with (b) herein shall
be  Tenant's sole remedy in the event Tenant is required to surrender possession
of  the  Premises  as  provided  in  this  Section  20.20.

     Any alteration to the Premises necessitated by Landlord's Construction will
be  performed by Landlord at its expense.  If Tenant occupies relocated Premises
in  accordance with the preceding paragraph, Landlord will cause improvements to
be  made  to such relocated Premises at Landlord's expense so that the relocated
Premises  will be reasonably comparable to the original Premises as they existed
immediately  prior  to  Tenant's surrender of possession thereof.  Landlord will
                                       31
                                       30
                                       32
                                       30
<PAGE>


reimburse  Tenant  for  reasonable  moving expenses incurred by Tenant in moving
from  the  original  Premises  to  the  relocated Premises (and returning to the
original Premises, if applicable) within forty-five (45) days following Tenant's
submission  of Tenant's documented moving expenses.  Rental shall be abated on a
proportionate  basis for any period of time that Tenant is required to surrender
possession  of a portion of the Premises but is able to operate in the remainder
of  the  Premises.

     Section  20.21.     Survival.
                         ---------

     All  representations,  warranties,  covenants,  conditions  and  agreements
contained  herein  which  either  are  expressed  as surviving the expiration or
termination  of this Lease or, by their nature, are to be performed or observed,
in  whole  or  in part, after the termination of expiration of this Lease, shall
survive  the  termination  or  expiration  of  this  Lease.

     Section  20.22.     Landlord's  Option  to  Terminate  Lease.
                         -----------------------------------------

     Intentionally  omitted.


     IN WITNESS WHEREOF, the parties hereto intending to be legally bound hereby
have  executed  this  Lease  as  of  the  day  and  year  first  above  written.



ATTEST:                     FASHION  SHOW  EXPANSION  LLC,  Landlord
                            By:  Rouse  Property  Management,  Inc.,
                            Property Manager and agent for Landlord

_______________________     By:  _______________________
   Assistant  Secretary               Vice-President


Rouse  F.S.,  LLC  joins in the execution of this Lease for the sole and limited
purpose of confirming that it shall be bound by the  obligations of Landlord set
forth  in  Sections  10.1.,  10.2.  and  13.1. with respect to those portions of
Landlord's  Property  and  Landlord's  Building  owned  by  it.

ATTEST:                     ROUSE  F.S.,  LLC
                            By:  Rouse  Property  Management,  Inc.,
                            Property Manager and agent for Landlord

_______________________     By:  _______________________
   Assistant  Secretary               Vice-President

ATTEST:                     LEISURE  HOMES  CORPORATION,  Tenant



_______________________     By:  _______________________
      Secretary                President







                                       31
<PAGE>
                                  SCHEDULE A-1


A  parcel  of  land situated in the City of Las Vegas, County of Clark, State of
Nevada,  described  as  follows:

Lots  One  (1) through Seven (7) of the FASHION SHOW, as shown by map thereof on
file in Book 26 of Plats, page 80, in the Office of the County Recorder of Clark
County,  Nevada.


                                       32
<PAGE>

                                   SCHEDULE B

                     RESPONSIBILITIES OF LANDLORD AND TENANT

(If the Premises is located in an expansion or renovation of Landlord's Building
or  a  new  Project,  then  this  Schedule  B  also serves as Section III of the
Retail/Restaurant Design and Construction Manual.)  This document sets forth the
obligations  of  Landlord  and  Tenant  in  the  design  and construction of the
Premises.

Landlord's  work  will  be  limited  to  the  work  described  herein.

Tenant's  work  described herein is intended to provide for Premises finished in
accordance  with  Tenant's  drawings  as  approved  in  writing  by  Landlord.

Landlord  and  Tenant  have  a  common  interest  in opening the Premises on the
Commencement Date.  To this end, Landlord will coordinate its work with Tenant's
work insofar as the schedule for such Commencement Date and prudent construction
practice  will  allow  and  will  assign  one or more Tenant Project Managers to
Landlord's  Building  to  function  as  a  liaison between tenants and Landlord.
Further  to  this  end,  Tenant  and  Tenant's  contractors  agree  to  abide by
Landlord's  Construction  Rules  and  Regulations,  issued  at  the  time of the
preconstruction  meeting  held  by and between Tenant's Contractor and Landlord.

Tenant shall not employ any unfit person or anyone not skilled in the work he or
she  is  performing,  or any workman who is incompatible with the balance of the
work  force,  or who will cause labor disputes or work stoppages.  In performing
Tenant's  work, Tenant shall retain, employ or engage only those contractors who
are  signatory  to  collective  bargaining  agreements with one or more building
trade  unions  in  the  metropolitan  Las  Vegas,  Nevada  area.

All  design and construction shall be in accordance with the requirements of all
applicable  codes,  ordinances, rules and regulations and all authorities having
jurisdiction  over  the  work  and  Landlord's  Insurance  carrier.

Tenant  shall  give Landlord copies of all inspection reports, certificates, and
other  documents  as required by authorities having jurisdiction over Landlord's
Building  or  as  required  by  Landlord.

Tenant  shall  be  responsible  for coordinating all Tenant work with Landlord's
work and construction.  In the event that Tenant shall require any modifications
to  Landlord's work or construction, Tenant shall reimburse Landlord accordingly
as  described  herein.

The  responsibilities  of  Landlord  and  Tenant  stated  herein  pertain to the
following:

RETAIL  TENANTS:
     West  Wing
     Center
     East  Wing


                                       33
<PAGE>
RESTAURANT/FOOD  TENANTS:
     West  Wing
     Center
     East  Wing
     Food  Court

A.     TENANT  DRAWING  SUBMITTALS  TO  LANDLORD

Upon  receipt  of Landlord's lease outline drawing ("LOD") showing the Premises,
along  with  a copy of the Retail/Restaurant Design and Construction Manual (the
"Design  Package"),  Tenant  shall  make  the  following  submissions:

     1.     PRELIMINARY  SUBMISSION

Within  thirty  calendar  days  of  receipt of the above-mentioned items, Tenant
shall submit  to Landlord one set of reproducible prints and four sets of prints
and material sample boards of its preliminary design ("Submission I") including:

          (a)     Floor  plan
          (b)     Reflected  ceiling  plan
          (c)     Color  rendered  storefront  elevation  (inclusive of signage)
          (d)     Stamped  engineered  calculations showing reactions and design
analysis  of all proposed mezzanines for review by landlord for loads imposed on
base  building.  Loads/reactions  shall  be  referenced  on plans/elevations for
review.

All  drawings  shall be prepared under the supervision of a registered architect
and/or  engineer.

Within  ten calendar days thereafter, Landlord shall return to Tenant one set of
drawings  which  shall  be  approved,  approved as noted, or disapproved. Tenant
and/or  Tenant's  architect  shall  work with Landlord to revise any drawings to
achieve  a  set  of  drawings  that  have  been  approved  by  Landlord.

     2.     FINAL  SUBMISSION

Within  thirty  calendar  days  thereafter, Tenant shall submit to Landlord, for
Landlord's  approval,  one  set  of  vellum  prints and seven sets of prints and
specifications  of  Tenant's final design ("Submission II").  Submission II will
include:

          (a)     Complete  contract  documents at 1/4" scale and specifications
for  Landlord's  approval.
          (b)     Plan,  elevation  and  section views of the storefront at 1/4"
scale.  Details  of the storefront including signage shop drawings at 1/2" scale
or  larger.
          (c)     Overall  store  sections  at  1/4"  scale  or  larger.
          (d)     Door  schedule  with  jamb  details.
          (e)     Finish  and  color  schedule.
          (f)     Display  Zone  fixturization  plans  and  schedule.
          (g)     Locations  of  fixtures and heavy weights or equipment, safes,
refrigeration  and  any  masonry  facing  materials.
                                       34
<PAGE>

          (h)     DFX/DWG  files  of  Tenant's  final  contract  documents  for
Landlord's  records.
          (i)     ELECTRICAL  SUBMISSION  will  include:

               1.     Electrical  floor  plan  at  1/4"  scale  or  larger.
               2.     Reflected  ceiling/lighting  plan at 1/4" scale or larger.
               3.   Electrical riser diagram, which shall include without
                    limitation, the size of Landlord provided main service
                    switch, conduit size from main service switch and wire size
                    and type from main service switch, and size and location of
                    meters and transformers.
          4.   Electrical panel schedule, including circuit breaker size and all
               connected loads.
          5.   Lighting fixture schedule, which shall include fixture types,
               lamps, wattage, quantities and manufacturer's catalog numbers.
               Submittal shall also include catalog cut sheets of light fixtures
               in Tenant's retail area.
          6.   HVAC control diagrams and schematics.
          7.   Tenant Electrical Load Calculation form, which shall include all
               connected and demand load calculations (see Section VI-4).
          8.   Equipment  and  material  specifications.
          9.   All forms and required calculations for compliance with the
               energy conservation requirements.

     (j)     PLUMBING  SUBMISSION  will  include:

          1.   Floor plan at 1/4" scale or larger that shows all fixtures and
               piping and all connections to Landlord's utility systems,
               locations of all coring cuts and detail references.
          2.   Schematic  diagram  of  water  service  within  the  Premises.
          3.   Schematic  diagram  of  gas  service,  if  applicable.
          4.   Completed  Gas Load Summary and Equipment Schedule, if required
               (included  with  Tenant's  Design  Package).
          5.   Details  of  floor  drains,  clean-outs,  fixtures,  etc.
          6.   Material  and  fixture  specifications.
          7.   Structural  details  of  all  coring  cuts.
          8.   Waterproofing  and  sealant  details  and  cuts. See waterproof
               specifications  under  Tenant's  Work  -  Plumbing.

     (k)     MECHANICAL  SUBMISSION  shall  include:

          1.   Air  distribution  ductwork  plan  at  1/4"  scale  or  larger.
          2.   Equipment  schedule  with  manufacturer  specifications  and
               heights.
          3.   Control  wiring
          4.   Roof  curb  and  other  penetration  details.
          5.   Cooling Load Calculations: Tenant shall submit three (3)
               completed copies of Landlord's "Tenant Cooling Load Calculation"
               form in Section VI, stamped by a registered professional engineer
               licensed in the State of Nevada.
                                       35
<PAGE>
          6.   Air handling unit schedule noting make, model, unit options,
               chilled water coil airside and waterside performance, and fan
               motor performance.
          7.   Air handling unit controls schematic noting controller,
               end-devices, wiring and sequence of operation.
          8.   Chilled water piping schematic: Tenant shall submit the chilled
               water piping schematic, noting make and model of valves and
               appurtenances, to ensure compliance with Tenant Handbook
               requirements.
          9.   Three copies of all necessary calculations and all applicable
               forms for compliance with energy conservation requirements.

     (l)  FIRE PROTECTION (sprinkler) SUBMISSION will include: three (3) sets of
          installation drawings and specifications from Statewide Fire
          Protection.

     Within ten calendar days thereafter, Landlord will return to Tenant one set
          of drawings and specifications with approval and/or comments. Tenant
          will promptly make any requested changes or, as the case may be,
          promptly obtain Landlord's written approval for alternate solutions.
          LANDLORD'S "APPROVAL" AS USED HEREIN SHALL NOT BE CONSTRUED TO MEAN
          THAT LANDLORD HAS AGREED OR WARRANTED THAT THE ITEM APPROVED IS IN
          COMPLIANCE WITH ANY CODES, ORDINANCES OR OTHER REQUIREMENTS PLACED
          UPON TENANT BY ANY PUBLIC OR PRIVATE ENTITY OR AGENCY OTHER THAN
          LANDLORD. IN ADDITION, LANDLORD'S APPROVAL SHALL NOT RELIEVE TENANT OF
          THE RESPONSIBILITY TO VERIFY ALL FIELD CONDITIONS INCLUDING, WITHOUT
          LIMITATION, DIMENSIONS, LOCATIONS, LEASE LINES, EXPANSION JOINTS,
          CLEARANCES AND PROPERTY/LEASE LINES.

3.     CONSTRUCTION  COMMENCEMENT

Tenant  shall  commence  construction within ten days after written notification
that  the  Premises is available to Tenant for construction. Within this period,
Tenant or Tenant's contractor will participate in a preconstruction meeting with
Landlord's representative. At this meeting Tenant will provide all documentation
to satisfy Landlord's requirements per construction rules and regulations.  This
will include but is not limited to permits, Certificates of Insurance, licenses,
schedules,  contacts,  fees  and  deposits.  Tenant  shall  diligently  pursue
completion  of its improvements in the Premises on a schedule which shall insure
Tenant's  opening  by  the  Commencement  Date.

Tenant shall commence and complete all work within the Premises as expeditiously
as possible. When the Commencement Date is also the Grand Opening Date, Tenant's
work  shall be completed no later than ten days prior to the Grand Opening Date.
Any  work,  such as a temporary storefront closure, performed by Landlord, which
is  made  necessary as a result of Tenant's failure to complete its work in time
for  the  Grand  Opening  Date or specified completion date, shall be payable to
Landlord,  at  Landlord's  cost  plus  a  15%  administration  fee.

Landlord's  work  is  limited to that work specified in the following Schedule B
and  Tenant  shall  be  required  to  make  all  improvements to the Premises in
accordance  with  Tenant's  approved  plans,  except  those  which  Landlord  is
specifically  required  to  make  hereunder.
                                       37
                                       36
                                       38
                                       36
<PAGE>

B.     RETAIL

     1.     DESCRIPTION  OF  LANDLORD  WORK

     Except  when  noted in the Lease, Landlord shall perform the work described
     below  in  accordance  with  the  following  specifications.

          (A)  FRAME: A noncombustible shell consisting of concrete, masonry or
               steel.

          (B)  ROOF: A roof.

          (C)  EXTERIOR  WALLS:  Exterior  walls  shall  be of noncombustible
               construction.

               EAST WING: Exterior storefronts shall be designed and constructed
               by Tenant.

          (D)  FLOOR SYSTEM: A concrete floor system at one elevation unless
               otherwise indicated on Tenant's LOD. The floor system is designed
               to support a live load of 100 pounds per square foot.

               WEST WING: Lower Level: 10" cast in place slab with two layers of
               rebar  on  opposing  12"  grids

               Upper  Level:  4"  concrete  on  metal  deck with 6"x6" wire mesh
               reinforcement

               CENTER:
               Lower  Level:  10"  pre-cast plank slab and a 4" concrete topping
               slab  with  rebar  reinforcement

               Upper  Level:  4"  concrete  slab  on  metal deck with iron grid.

               EAST  WING:
               Lower  Level:  Existing 10" pre-cast plank slab and a 4" concrete
               topping  slab with rebar reinforcement and 2" to 6" architectural
               topping  slab  where  required  to  eliminate  slope  of existing
               structure

               Upper  Level: 4" concrete slab on metal deck with 6"x6" wire mesh
               reinforcement

               NOTE: All levels are suspended over either sublevel garage (Lower
               Levels)  or  other  retail  space  (Upper  Level).

          (E)  DEMISING PARTITIONS: Demising Partitions are provided between
               Tenant and other tenants and/or exits or service corridors of the
               partition type indicated on Tenant's LOD. For partitions dividing
               the  Premises  from  adjacent tenants, Landlord will provide stud
                                       38
                                       37
                                       39
                                       37
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               framing  or  masonry  as  determined by Landlord and indicated on
               Tenant's  LOD.  Studs  shall  extend  from  the floor slab to the
               underside  of  the  structure  above.  Partitions  dividing  the
               Premises  from  adjacent service corridors, if stud construction,
               shall  be surfaced on the service corridor side only by Landlord.
               Tenant  to provide and install gypsum wall board, tape and finish
               to  stud  walls.

          (F)  DEMISING  END-CAP/NEUTRAL  PIER:  Demising  end-cap(s).

          (G)  MECHANICAL  SYSTEM:  A  mechanical system designed to meet the
               following  specifications:

               Outside  air  condition:
               108  deg.  F  Drybulb/68  deg.  F  Wetbulb

               Indoor  design  condition:
               Setpoint:  73  deg.  F  Drybulb, Retail; 75 deg. F Drybulb,
                          others
               Deadband:  +/-2  deg.  F  Drybulb

               Chilled  water:

               Landlord  shall  provide a chilled water circulating loop for use
               by  the  tenants.  Tenant spaces will be provided with one (1) 2"
               nominal  piping  tap  set, one on the chilled water supply header
               and one on the return header, for connection by the Tenant to the
               Tenant  supplied  HVAC  system.

               CHILLED  WATER  USE BY TENANT FOR APPLICATIONS OTHER THAN COMFORT
               COOLING  SHALL BE CONSIDERED ON A CASE-BY-CASE BASIS. TENANT MUST
               SUBMIT  A  WRITTEN REQUEST TO LANDLORD AS PART OF SUBMISSION I SO
               THAT  THE  APPLICATION  MAY  BE  APPROPRIATELY  COORDINATED.
                                       38
<PAGE>

               CENTER:  The  existing  supply  equipment  within  the space is a
               variable air volume system (VAV), controlled by a constant volume
               fan powered terminal. As existing spaces change to new tenancies,
               these  systems  must  be  removed  and  converted to the two pipe
               chilled  water  central plant system by the new Tenant after June
               2002.

               Landlord-provided  cooling  capacity:  (5)  tons/ksf  or  (7.5)
               gpm/ksf.

               Chilled  water:
               Entering  Water  Temperature:     42  deg.  F
               Leaving  Water  Temperature:     58  deg.  F
               Lighting  &  Miscellaneous  Load:
                    Dry  Retail:                        10  w/sq.  ft.
                    Restaurant  -  kitchen:             15  w/sq.  ft.
                    Restaurant  -  seating  area:        3  w/sq.  ft.
                    Common  Area  -  East/West  Exp:     5  w/sq.  ft.
                    Common  Area  -  Center:             5  w/sq.  ft.
                    Common  Area  -  Great  Hall:        5  w/sq.  ft.
                    Food  Court  -  tenant  area:       30  w/sq.  ft.
                    Food  Court  -  seating  area:       3  w/sq.  ft.
                    Banquet  Hall  -  kitchen:          15  w/sq.  ft.
                    Banquet  Hall  -  seating  area:     3  w/sq.  ft.
                    Office  Space:                       3  w/sq.  ft.
               Ventilation/outside  air:          0.35  cfm/sq.  ft./exhaust
                                                  0.30  cfm/sq.  ft./fresh  air
                                                  per  ASHRAE62/1989

               If  Tenant's  internal  loading  or other requirements exceed the
               maximum design load as listed above, Landlord may, at its option,
               provide  additional  capacity.  All  costs  associated  with  the
               additional  capacity  shall  be  at  Tenant's  expense.

               Fresh  air:  Landlord will furnish and install a master fresh air
               duct  to  one  point  within or adjacent to the Premises to which
               each  tenant  will  be  required to make final connections of its
               fresh air ductwork. The equipment is based on 0.35 cubic feet per
               minute  (cfm) per sq. ft. of area for the exhaust system and 0.30
               cfm  per  sq.  ft.  for  the  fresh  air  system.

               CENTER  AND  WEST  WING,  SECOND LEVEL, AND FOOD COURT: Tenant to
               draw  fresh air directly in through penetration in roof performed
               by  Landlord's  roofing  contractor  at  Tenant's  expense.

               Master  exhaust:  Each  tenant  shall  receive  an  exhaust  vent
               including  ductwork  stubbed  into  the  demised  premises  and a
               damper.  Exhaust shall not exceed 0.35 cfm/sq. ft. of gross floor
               area. Tenant to connect their toilet exhaust and (with Landlord's
               permission)  other  exhaust  to  the  system. Total volume of air
               exhausted from the tenant's space through landlord exhaust system
               shall  not  exceed  0.35  cfm/sq.  ft.
                                       39
<PAGE>

               CENTER  AND  WEST  WING,  SECOND LEVEL, AND FOOD COURT: Tenant to
               duct directly through penetration in roof performed by Landlord's
               roofing  contractor  at  Tenant's  expense.

          (H)  ELECTRICAL  SERVICE

               Provide  a  120/208 volt or 480/277 volt, 3 phase, 4 wire service
               within Landlord's electrical metering room with a main electrical
               switch  for  Tenant's  connection.  Tenant  shall  provide  all
               electrical gear required to transform the provided voltage to any
               other  voltage  required  by Tenant. Tenant's maximum design load
               shall  not  exceed  12  watts  per  sq.  ft.

               If  Tenant's electrical requirements exceed 12 watts per sq. ft.,
               additional  service  may  be  provided  by  Landlord  at Tenant's
               expense.

               WEST  WING: A 480/277 volt, 3 phase, 4 wire service, with one (1)
               empty  conduit,  with  pull  string.

               CENTER:  A  120/208  volt,  3 phase, 4 wire service, as existing.

               EAST  WING:  A  480/277  volt,  3 phase, 4 wire service, with one
               empty  conduit,  with  pull  string.

               FOOD  COURT:  A  480/277  volt, 3 phase, 4 wire service, with one
               empty  conduit,  with  pull  string.

          (I)  PLUMBING  SERVICE

               Water Service: One (1) 3/4" domestic water service tap brought to
               a  point  within,  above or adjacent to the Premises. Approximate
               location  as  indicated  on  Tenant's  LOD.

               Sewer  Service:  One  (1)  4" sanitary sewer line stubbed within,
               below  or  adjacent  to  the  Premises. One (1) 2" vent installed
               either  within  or adjacent to the Premises. Approximate location
               as  indicated  on  Tenant's  LOD.

          (J)  FIRE PROTECTION: A valved fire protection sprinkler main shall be
               provided to a point within, above, or adjacent to the Premises.

          (K)  TELEPHONE SERVICE: One (1) 1" empty conduit from Landlord's
               telephone panel to a point within, above, or adjacent to the
               Premises.

          (L)  AUDIO: Landlord will arrange with the utility company to provide
               service at one or more locations within Landlord's Building for
               Tenants' use.

     2.   DESCRIPTION  OF  TENANT  WORK

          (A)  DESIGN  AND  CONSTRUCTION  OF  PREMISES

          Tenant shall be responsible for the payment of all applicable fees and
          associated  costs  related  to the design and construction of Tenant's
          Premises,  including  but  not  limited  to permits and licensing fees
          including  Certificate  of  Occupancy.

          Tenant  is  responsible  for execution of all the construction work in
          the  space,  except  that  work  outlined  in  Schedule  B B.1 herein.

          All Tenant construction must be noncombustible including any materials
          used  above  the  ceiling  or  concealed in the walls of the Premises.

          (B)  STOREFRONTS

          Storefront  construction  must  be  of  1-hour  construction  with
          unprotected openings unless otherwise noted on LOD and extend from the
          floor  slab  to  the  bulkhead.  All  lease  lines facing on walkways,
          courts, arcades, or common areas as indicated on Tenant's LOD shall be
          considered  Tenant's  storefront.  The  entire  area  within  these
          boundaries cannot be reduced by furring in or framing down and will be
          counted  into the space calculated against the requirement of 80% open
          glazing  area  at  the  storefront.

          (C)  EGRESS/EXIT  DOORS

          All  interior  and  exit  doors,  frames,  and  hardware servicing the
          Premises  are  to be furnished and installed by Tenant. Front and rear
          exit  doors  must  be  recessed,  swing  with  the path of exiting and
          conform  to  all  requirements of the Landlord and local jurisdiction.
          All  exit  doors  will have a printed placard indicating Tenant's name
          and  space  number  per  local  code,  to  be  provided by Landlord at
          Tenant's  expense.

          (D)  FLOORS  &  CEILINGS

          It  is  the  Tenant's responsibility to verify that the ceiling height
          selected  by Tenant is not in conflict with Landlord's work including,
          but  not  limited to, base building structure, ductwork, chilled water
          piping,  mains,  etc.  The  structure  of Landlord's Building has been
          designed  to  accept  a  superimposed  loading  of  7 lbs./sq. ft. for
          overhead  installation of Tenant's ceiling and equipment. Tenant shall
          provide  access  (such  as  access  panels)  where  Landlord  and/or
          jurisdictional  authorities designate. In all cases, tenants' finished
          ceiling  in the sales area will be a minimum of 12'-0" H for the Lower
          Level  and  22'-0"  H  for  the  Upper  Level,  West  Wing.

          Landlord will install the project floor finish to Tenant's lease line.
          Tenant  shall  install the project floor finish from the lease line to
          Tenant's  storefront  and  point of closure. Tenant is responsible for
          purchasing the project floor finish from Landlord @ $18 per sq. ft. of
          tile  installed,  plus  15%  Landlord  administration  fee.
                                       40
<PAGE>

          All  proposed  coring of the concrete slab floors must be submitted to
          the  Landlord, for review by Landlord's Structural Engineer, a minimum
          of  30  days before the proposed coring date. Submittal requests shall
          be  in  sketch  form  showing framing in the general areas, gridlines,
          existing  penetrations  and  proposed  penetrations for all trades. In
          addition, a large scale drawing (1:5) of the existing reinforcement in
          the  area  of  proposed  penetrations,  based  on  pacometer  or X-ray
          investigation  must  be  included.

          Cutting  of  the  reinforcement must be avoided during coring. Columns
          shall  not  be  cored  under any circumstances. Moment frame beams and
          shear  wall  link  beams  shall not be cored. Penetrations may only be
          proposed  for  floor  beams,  walls  and  slabs.

          If resizing or repositioning of the proposed openings are not possible
          in  order  to  avoid a loss of structural integrity, remedial work may
          need  to  be developed by Landlord's Structural Engineer. The costs of
          testing,  Engineering  review,  remedial  work,  if  required, and any
          delays  to  Tenant's  project  are  at  Tenant's  sole  cost.

          Coring  shall  not be performed without Landlord's written approval to
          Tenant.  All  penetrations must be made waterproof and must conform to
          the  fire  rating  of  the  floor  slab  penetrated.

          Spaces  over  the  garage  level  require a 3-hour fire rating at each
          penetration.

          Waterproof  Membrane:  All  toilet rooms or premises where water usage
          extends  beyond  toilet  rooms  must  have  an epoxy membrane equal to
          STONHARD  (800.257.7953)  or better. Complete membranes with a minimum
          4"  perimeter return are required. If an alternative floor material is
          desired,  Laticrete  9325  (203.393.0010)  must be used underneath the
          finished  floor.  Cast  iron sleeves must be installed around all pipe
          penetrations,  except for water closets or floor sinks and must extend
          at  least  2"  above  the  finished  floor.

          Store  Fixture  Supports:  All  Tenant  improvements,  exclusive  of
          ceilings,  HVAC  systems and light fixtures shall be floor-mounted and
          self-supporting.

          Mezzanines  are  permitted  in  certain areas to the extent allowed by
          local  jurisdiction.  The  written approval of Landlord and structural
          engineering, at Tenant's expense, will be required for permit. See LOD
          for  specific  areas  capable  of  supporting  a  mezzanine structure.

          (E)  PARTITIONS

               1.   Common demising walls, framed by Landlord, between the
                    tenants shall be finished by the Tenant with 5/8" type "X"
                    gypsum board to the underside of the deck above. Security,
                    burglar bars, chicken wire, etc., are the responsibility of
                    the Tenant.
                                       41
<PAGE>

               2.   Cutting of existing gypsum board within the Tenant's demised
                    premises or relocation of any existing metal studs (demising
                    or service corridor walls) shall be done at the Tenant's
                    request and only with the Landlord's written approval.
               3.   All interior partitions shall be metal stud construction
                    with taped and spackled 5/8" Type "X" gypsum board finish on
                    all sides. 4. Retail operations such as music stores,
                    arcades or any Tenant who shall produce above normal noise,
                    etc., will be required by the Landlord to provide sound
                    insulation on the ceiling and in demising walls, achieving a
                    minimum STC rating of 50, to protect neighboring tenants
                    from above normal noises. All such insulation shall be
                    noncombustible as approved by the governing agencies.
               5.   All toilet room partitions shall have water resistant gypsum
                    board in addition to required wainscots.

     (F)  TENANT MECHANICAL SYSTEM

          Tenant  shall  provide  an  engineered  HVAC  design,  stamped  by  a
          registered  professional  engineer licensed in the State of Nevada for
          approval by Landlord's engineer. Landlord may provide modifications to
          the  base building system to accommodate Tenant's needs at the expense
          of  the  Tenant. Tenant shall provide all components required (such as
          air  handling  unit(s),  chilled  water  piping and appurtenances, air
          distribution  system,  electrical  connections,  controls, etc.) for a
          properly  operating  HVAC  system  that  meets the Tenant's needs, and
          connecting to the Landlord provided chilled water distribution system.
          The  Tenant  HVAC  design  must  comply  with  the system requirements
          described  herein  in  order to ensure compatibility with the Landlord
          provided  chilled  water  system,  and  consequently  Tenant  comfort.

          The  Tenant's  HVAC  system  shall  be designed based on the following
          criteria:

          Outdoor  air  conditions:  108  deg.  F  Drybulb and 68 deg. F Wetbulb
          Indoor  design temperature: 73-75 deg. F Drybulb (for cooling) Chilled
          water  temperature:  42  deg.  F  supply  and  58  deg.  F  return.

          Tenant  requiring  after hour cooling and/or chilled water use for any
          application  other  than  comfort  cooling  must  submit  a request in
          writing  to  Landlord  as  part of Submission I. Upon review, Landlord
          will advise Tenant whether capacity is available. All costs associated
          with  the  additional hours of after -hour cooling will be at Tenant's
          expense.

          Tenant's  cooling load calculations shall be performed by a registered
          professional  engineer  licensed  in  the  State  of  Nevada, using an
          industry-standard  computer-based  cooling  load  calculation program,
          such as Carrier Hourly Analysis Program, in compliance with all ASHRAE
          standards. Load calculation information shall be indicated on Tenant's
          HVAC  drawings.  Drawings  will also include all information necessary
          for  air  and  water  balancing.
                                       42
<PAGE>

          Air  Handling  Units  (AHUs):

          Tenant to supply and install AHUs per the following requirements. AHUs
          are to be connected to the Landlord's two pipe chilled water system by
          Tenant  and  shall  be  designed  for  42  deg. F chilled water supply
          temperature and a 58 deg. F chilled water return temperature. The AHUs
          shall  be M-Series Climate Changers as manufactured by TRANE and shall
          meet  with  following  specifications  in  addition  to  the  standard
          manufacturer  unit  specifications.

          a.   The unit shall consist of, at minimum, a mixing module with
               filters for return and outdoor air, coil module and fan module.
               All modules shall be factory insulated. The unit shall be
               constructed of a complete frame with removable panels such that
               removal of the panels will not affect the structural integrity of
               the unit. The panels shall be constructed of G90 galvanized. All
               modules shall have access panels on each side of the unit.
          b.   Installed per manufacturer requirements with manufacturer
               recommended service clearances.
          c.   IAQ-type (sloped in two planes) drain pans constructed of
               stainless steel.
          d.   Factory-mounted marine light in all access and fan modules.
          e.   Variable pitch fan drives selected at a minimum of 1.5 service
               factor.
          f.   Certified ARI Standard 430-89 fan performance.
          g.   Grease line extended to the outside of the unit terminated with
               standard grease fitting for any bearing requiring relubrication.
          h.   Chilled water-type coil module for conditioning the air with
               seamless copper tubes equipped with "Turbulators" for improved
               heat transfer capabilities and aluminum fins, certified in
               accordance with ARI 410. The coil casing shall be constructed of
               stainless steel. All connections (chilled water supply and
               return, vent and drain) shall be clearly labeled and extend to
               the outside of the unit casing. The coil(s) shall be removable
               from the unit by removing the wall panels.
          i.   Tenant's mechanical designer shall select a chilled water coil
               such that the chilled water velocity is at a minimum of 120 feet
               per minute at design condition.
          j.   The mixing module shall adequately blend return air stream with
               outdoor air stream. The air streams shall be regulated by
               multi-leaf, low-leak, opposing blade dampers with edge and jam
               seals. The dampers shall be Ruskin CD60 double-skin airfoil
               design, or equivalent. The filters shall be angled 2-inch
               throwaway media.
          k.   The unit shall be equipped with NEMA rated combination
               starter/disconnect, factory mounted and wired, to include at
               minimum, fused disconnect switch, HOA selector switch, control
               transformer, and auxiliary contacts.

               l.   The unit shall be factory painted with epoxy prime coat and
                    acrylic polyurethane finish coat at least 2.5 mils thick.
                    The finished unit shall exceed 500-hour 5% salt spray
                    solution, in accordance with ASTM B-117.
               m.   The unit manufacturer shall warranty the unit for, at
                    minimum, 12 months after commissioning.
                                       44
                                       43
                                       45
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<PAGE>
          In  order  to  facilitate  the  selection and Landlord review process,
          sample  air  handling  unit  selections are provided in SECTION V. The
          selections are organized by required supply airflow, in cubic feet per
          minute,  and  supply  air  temperature.

     For  assistance  on  AHU  selection,  please  contact:

              TRANE-Baltimore
              9603  Deereco  Road
              Suite  400
              Timonium,  MD  21093-6920
              Phone:  (410)  252-8100
              Fax:   (410)  252-7330

     Project  Reference:  Fashion  Show  Mall  Tenant  AHU

          The  Landlord  and  its  consultant  and contractors do not warrant or
          guarantee  the  performance  of any selection as it pertains to Tenant
          comfort.  The  Tenant is soley responsible for designing and selecting
          an appropriate system that meets the individual Tenant's unique needs.

          AHU  Controls
          -------------

          The  Tenant  shall provide the individual AHU controls for maintaining
          space  temperature  setpoint  by  modulating the two-way chilled water
          control  valve(s).  Cycling,  or On/Off, control is not permitted. The
          chilled  water control valve shall be a Siemens Flowrite VF 599 series
          with a Flowrite EA 599 series SKB electronic valve actuator. This is a
          normally closed two-way modulating control valve with equal percentage
          valve  characteristic,  sized  for  a differential pressure of no less
          than  five  (5)  psi and no more than ten (10) psi across the valve at
          design  flow  rate.  The valve maintains Class IV leakage rating up to
          100-psi  pressure differential across the valve. Follow manufacturer's
          requirements  for  proper  installation.

          The  Landlord  furnished  fresh  air  system  is  sized to provide the
          minimum  required fresh air. Consequently, air-side economizing is not
          recommended.  For  AHUs  larger  than  2,000  cfm,  also include smoke
          detector installed on the supply-side of the AHU for AHU shutdown upon
          activation.

          AHU  Chilled  water  cooling  coil  piping:
          ------------------------------------------

          The piping, fittings, control valve, coil and balancing valve shall be
          sized  for  a  16  deg.  F  delta  T.

          Refer  to  SECTION  V  for  an  AHU  chilled water cooling coil piping
          schematic.  The  chilled  water piping system shall meet the following
          requirements.

          a.   ANSI Rating 200 psig, hydrostatically pressure tested at 200
               psig, 4-hour minimum.

          b.   Pipe: schedule 40 seamless or ERW steel pipe (ASTM A106 Grade
               B/A53B).

          c.   Joints: threaded.

          d.   Fittings: Class threaded
                                       44
<PAGE>

          e.   Unions: threaded

          f.   Insulation: 1" fiberglass with vapor-barrier and jacket. The
               jacket to be all-purpose, factory applied, laminated glass-fiver
               reinforced flame-retardant kraft paper and aluminum foil having
               self-sealing lap. All fittings and valves to be performed with
               factory-fabricated PVC jacket.

          g.   Ball valves: full-port, bronze-body with stainless steel ball,
               RTFE seats and seals, blow-out proof stem, 600 psi WOG, as
               manufactured by Crane or Nibco.

          h.   Balancing Valve: Model CBV-T, as manufactured by Armstrong with
               position locking device. Install in accordance with
               manufacturer's published instructions

          i.   Temperature gauge: industrial-grade, red-mercury filled glass
               thermometer with adjustable angle stems and 9" scale from 0 deg.
               F to 100 deg. F and accurate to 1% of range. Gauge to be
               installed in 3/4" diameter stainless steel thermowell on
               thread-o-let, 1-1/2" stem and 2" extension.

          j.   Pressure gauge: Grade A phosphor bronze Bourdon-tube pressure
               gage, with bottom connection. The case shall have a 5" lens and
               scaled from 0 psig to 200 psig. The gauge shall be installed with
               1/2" gauge cock, ball valve.

          k.   Pressure/Temperature (P/T) Plugs: on each CHW coil water inlet
               and outlet.

In order to facilitate the selection and Landlord review process, sample chilled
water piping and control valve selections are provided in SECTION V ("Tenant AHU
Chilled  Water  Coil  Piping  Reference Table"). The selections are organized by
required  chilled  water  coil  load,  in  mBtu  per  hour (1,000 Btu per hour).

               The Landlord and its consultant and contractors do not warrant or
               guarantee  the  performance  of  any  selection as it pertains to
               Tenant  comfort.  The  Tenant is solely responsible for designing
               and  selecting  an  appropriate  system that meets the individual
               Tenant's  unique  needs.

          (G)  TENANT ELECTRICAL SYSTEM

               Complete plans and specifications must be submitted by Tenant for
               Landlord's  approval  for  all  electrical  work,  including  a
               breakdown  of  the  lighting  in  kilowatts,  receptacle, motors,
               heating,  air conditioning, water heater, miscellaneous and space
               circuits,  per  the  Tenant  Electrical  Load  Calculation  form.

               1.   The design of a retail tenant electrical system shall not
                    exceed 12 watts per sq. ft. of Tenant's floor area.
                                       46
                                       45
                                       47
                                       45
<PAGE>

               2.   Additional or other related electrical service required by
                    the specifics of Tenant's use or design will be provided by
                    Landlord at Tenant's expense.

                    Tenant  shall  install  or  cause  to  be  installed,  its
                    electrical  meter as soon as possible, as Tenant will not be
                    allowed to use Landlord's temporary power unless paid for by
                    Tenant.

                    Tenant  shall  provide  to the Landlord for installation, at
                    Tenant's  expense,  a  circuit  breaker  sized  to  meet the
                    Tenant's  needs.  The circuit breaker shall match Landlord's
                    equipment  in all respects (manufacturer, AIC rating, etc.).
                    Tenant  shall  furnish and install or cause to be installed,
                    the  electrical  meter, all wire from the circuit breaker to
                    Tenant's  electrical  equipment, and extend the conduit from
                    its  stub  out  to  Tenant's  electrical  equipment.

                    Tenant's  electrical  system  shall  include,  but  is  not
                    necessarily  limited  to,  the  following:

                    1.   Tenant is to install an electrical meter and all
                         conductors to get electric service to the Premises.
                         Tenant will install feeder from Landlord's Tenant
                         distribution panel to Tenant's Premises.

                    2.   Termination of wires at Landlord's Tenant distribution
                         panel or switchboard using Landlord's electrical
                         contractor at Tenant's expense.

                    3.   Tenant to furnish and install conduit and feeder from
                         Tenant's electrical panel to Tenant's mechanical
                         system.

                    4.   All required electrical connections to Landlord's fire
                         alarm system.

                         Note:   No  PVC  conduit  will  be  permitted.

               (H)  TENANT'S  PLUMBING  DESIGN  CRITERIA

               All  piping systems must be compatible with the type of materials
               used  by  Landlord,  and  shall  comply  with  the  following
               requirements:

Drainage, vent pipe and fittings for above grade use shall
                                       46
<PAGE>
                    be service weight, hubless cast iron with sealing sleeve and
                    stainless steel coupling joints with stainless steel clamps
                    and bolts. For piping below grade, Tenant shall use service
                    weight, bell and spigot cast iron with lead and oakum or
                    gasketed joints. No PVC is permitted.

               2.   Water piping for above grade use shall be Type "L" copper
                    tubing, seamless drawn, hard copper with plain ends ASTM
                    B88. Fittings shall be wrought or cast copper with socket
                    ends for lead-free solder.

               3.   Pipes supported from steel structure shall be supported from
                    steel beams and joists with approved clamps and other
                    structural attachments. Self-drilling anchors or
                    power-driven anchors are permitted in areas with concrete
                    flat slabs and concrete on metal deck inserts. No pipe
                    hangers will be supported from metal roof deck. Hangers
                    shall not pierce piping insulation vapor barrier. Hardware
                    must have a smooth finished appearance, and exposed hangers
                    shall be the clevis or trapeze type, complete with bolts,
                    rods and nuts. Tenant will provide cast brass or chrome
                    escutcheons with setscrew, deep type, to cover sleeves and
                    exposed piping through walls, floors or ceiling.

                    Valves: All valves for domestic water are to be 125-psi test
                    type, all bronze wedge gate valves as manufactured by NIBCO,
                    Watts,  Crane  or an approved equivalent. Valves for the gas
                    piping  system  shall be bronze ball valves with threaded or
                    welded  ends  as  manufactured  by  Crane  or  an  approved
                    equivalent.  All  valves  shall  be  accessible  for ease of
                    operations.

                    Tenant  shall  be responsible for installation of a backflow
                    preventer  on Tenant's water service where required by local
                    code.

                    Tenant  shall  be  responsible  for  installation of a water
                    meter  with  a  direct  read  gauge  in  US  gallons.

               (I)  FIRE  PROTECTION

               A  complete  fire  sprinkler system including sprinkler pipes and
               heads  required  by  Tenant's  design,  shall  be  by  Landlord's
               approved  sprinkler  contractor  under  contract  with Tenant, at
               Tenant's  expense.

               Tenant  shall  submit  complete automatic sprinkler shop drawings
               (plans,  specification,  and hydraulic calculations) to Landlord,
               Landlord's  insurance  carrier,  and  the  authority  having
               jurisdiction for approval prior to any installation by the Tenant
               within  the  Premises.  Tenant's  sprinkler  contractor  shall
               coordinate  its  work  with  Landlord  and request shut downs and
               draining  of  Landlord's  system  in  advance.

               CENTER:  Clark  County  Fire  Department requires, as part of any
               renovation  of existing space, that the existing supply line into
               the  space be removed and rerouted to the new tenant supply lines
               coming  from  different  sources.  As a part of the required Fire
               Protection  report,  Tenant  will  be  required  to  detail  the
               reconnection  work  scope  to  the  Clark County Fire Department.
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               Tenants  will be required by Clark County to comply with the Fire
               Protection Report. This may include installing equipment which is
               connected  to  the  Landlord's  Building's  fire  alarm/smoke
               evacuation  system.  This  may  include  speakers  and strobes in
               individual  tenant spaces. The central fire alarm system shall be
               a  digital  addressable type. If required, Tenant's devices shall
               be provided and installed by the Landlord's fire alarm contractor
               at  Tenant's  expense.

               Tenant's  final  plans  must  be reviewed at Tenant's expense, by
               Rolf-Jensen  &  Associates prior to submittal to Clark County for
               permit.  A  written  report  from  Rolf-Jensen  &  Associates,
               acknowledging that the final plans conform to the Fire Protection
               Report,  must  accompany  the  final  plans to be accepted by the
               County  for  the  permit  application  process.

               Tenant  shall  patch  and repair all disturbed fireproofing using
               Landlord's  contractor.

          (J)  UTILITIES  BY  TENANT

          Telephone Service: Tenants must make direct arrangements for telephone
          service  with  Sprint.  Tenant  is responsible for service between the
          primary  telephone  service  point  within  Landlord's  Building  and
          Tenant's  Premises.

          Exposed  wire(s)  will  not be permitted. Tenant shall install conduit
          and  wire.

          Roof Top Antennas & Satellite Dishes: Any rooftop equipment, including
          antennas  and  satellite  dishes,  will  require  Landlord's  written
          approval and must be submitted at least 45 days prior to installation.

     3.   DESCRIPTION  OF  LANDLORD  WORK  AT  TENANT'S  EXPENSE

          The  following  work  by  Landlord  shall be reimbursed to Landlord by
          Tenant:

          1.   Water and Sewer Connection: Tenant shall reimburse Landlord for
               any water and sewer connection fees for the Premises required by
               Local authorities and paid by Landlord.

          2.   Utility Design Review: Tenant shall reimburse Landlord for any
               applicable utility design review fees and associated costs for
               the Premises required by Local authorities or others and paid by
               Landlord.

          The  following  work  in  the Premises may be performed by Landlord at
          Landlord's  actual  cost,  plus  a  15%  administration fee, only upon
          receipt  of  a signed work order from Tenant authorizing such work and
          receipt of payment in full of the amount agreed upon in advance of the
          performance  of  the  work.

               1.  Temporary  work  required  by  local  authorities.
               2.   Temporary storefront work in the event Tenant's construction
                    is not complete for the scheduled Grand Opening Date.
               3.   Furnish and install Landlord's Building Standard storefront
                    system.
               4.   Modified water service or relocation of water service.
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               5.   Modified electric service or relocation of electric service,
                    provided such service is available.
               6.   Modifications to the HVAC system, including additional
                    capacity of the system provided by Landlord. Landlord
                    reserves the right to refuse to perform any such
                    modifications.
               7.   The addition or relocation of other utility services.
               8.   Roof, floor, partition and wall openings for any purpose
                    including exterior egress doors and framing. Such openings
                    shall include supporting structures, curbs, flashings,
                    ducts, vents and grilles. Landlord reserves the right to
                    refuse to permit any openings which exceed the capability of
                    the structural system or which in Landlord's opinion would
                    be detrimental to the appearance of Landlord's Building.
               9.   Architectural or engineering fees incurred by Landlord as a
                    result of Tenant's requesting any of the items specified
                    above or any other items of a special nature.
               10.  Air handling unit chilled water piping water balancing.

VIOLATIONS:

In  the  event  Tenant  is  notified of any violation(s) of codes, ordinances or
regulations, either by the jurisdictional authorities or by the Landlord, Tenant
shall  correct  such  violations  within  7  calendar  days  from  such  date of
notification, or such time as required by the local jurisdiction.  Should Tenant
fail  to  correct such violations within seven calendar days, Landlord will have
the  right  to  correct  such  violations  at  Landlord's  cost  plus  a  15%
administration  fee.   Tenant  shall  grant  entrance  into  the  Premises  for
corrective  work  by  others.

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C.   FOOD/RESTAURANT

     1.     DESCRIPTION  OF  LANDLORD  WORK

Except  when noted in the Lease, Landlord shall perform the work described below
in  accordance  with  the  following  specifications.

          (A)  FRAME: A noncombustible shell consisting of concrete, masonry or
               steel.

          (B)  ROOF: A roof.

          (C)  EXTERIOR WALLS: Exterior walls shall be of noncombustible
               construction.

               EAST WING: Exterior storefronts designed and constructed by
               Tenant.

          (D)  FLOOR SYSTEM: A concrete floor system at one elevation unless
               otherwise indicated on Tenant's LOD. The floor system is designed
               to  support  a  live  load  of  100  pounds  per  sq.  ft

               WEST  WING:
               Lower  Level:  10" cast in place slab with two layers of rebar on
               opposing  12"  grids

               Upper  Level:  4"  concrete  on  metal  deck with 6"x6" wire mesh
               reinforcement

               CENTER:
               Lower  Level:  10"  Pre-cast plank slab and a 4" concrete topping
               slab  with  rebar  reinforcement

               Upper  Level:  4"  concrete  slab  on  metal  deck with iron grid

               EAST  WING:
               Lower  Level:  Existing 10" Pre-cast plank slab and a 4" concrete
               topping  slab with rebar reinforcement and 2" to 6" architectural
               topping  slab  where  required  to  eliminate  slope  of existing
               structure

               Upper  Level: 4" concrete slab on metal deck with 6"x6" wire mesh
               reinforcement

          FOOD  COURT:  TBD

               NOTE:  All  levels  are  suspended  over  either  sublevel garage
                      (Lower  Levels)  or  other  Retail  space  (Upper  Level).

          (E)  DEMISING  PARTITIONS
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<PAGE>

               Demising partitions are provided between Tenant and other tenants
               and/or exits or service corridors of the partition type indicated
               on  Tenant's  LOD.  Landlord will provide partitions dividing the
               Premises  from  adjacent  tenants  and stud framing or masonry as
               determined  by  Landlord  and as indicated on Tenant's LOD. Studs
               shall  extend  from  the  floor  slab  to  the  underside  of the
               structure  above.  Partitions dividing the Premises from adjacent
               service corridors, if stud construction, shall be surfaced on the
               service  corridor  side  only  by Landlord. Tenant to provide and
               install  gypsum  wall  board,  tape  and  finish  to  wall studs.

          (F)  DEMISING  END-CAP/NEUTRAL  PIER

               Demising  end-cap(s).

          (G)  MECHANICAL  SYSTEM

               A  mechanical  system  designed  to  meet  the  following
               specifications:

               Outside  air  condition:
               108  deg.  F  Drybulb/68  deg.  F  Wetbulb

               Indoor  design  condition:
               Setpoint:     75  deg.  F  Drybulb
               Deadband:   +/-  2  deg.  F  Drybulb

               Chilled  water:
               Landlord  shall  provide  a  chilled  water  circulating loop for
               connection  by  tenants.  Tenant spaces will be provided with one
               (1)  2"  nominal  piping tap set, one on the chilled water supply
               header  and one on the return header for connection by the Tenant
               to  the  Tenant  supplied  HVAC  system.


               CHILLED  WATER  USE BY TENANT FOR APPLICATIONS OTHER THAN COMFORT
               COOLING  SHALL BE CONSIDERED ON A CASE-BY-CASE BASIS. TENANT MUST
               SUBMIT  A  WRITTEN REQUEST TO LANDLORD AS PART OF SUBMISSION I SO
               THAT  THE  APPLICATION  MAY  BE  APPROPRIATELY  COORDINATED.

               CENTER: The supply equipment within existing spaces is a variable
               air  volume  system  (VAV),  controlled  by a constant volume fan
               powered  terminal.  As  existing  spaces change to new tenancies,
               these  systems  must  be  removed  and  converted to the two pipe
               chilled  water  central plant system by the new Tenant after June
               2002.

               Landlord  provided  cooling  capacity:

               Restaurant  -  (6)  tons/ksf  or  (9)  gpm/ksf
               Food  Court  -  (9)  tons/ksf  or  (13.5)  gpm/ksf
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<PAGE>

               Chilled  water:
               Entering  Water  Temperature:           42  deg.  F
               Leaving  Water  Temperature:            58  deg.  F

               Lighting  &  Miscellaneous  Load:
                    Dry  Retail:                     10  w/sq.  ft.
                    Restaurant  -  kitchen:          15  w/sq.  ft.
                    Restaurant  -  seating  area:     3  w/sq.  ft.
                    Common  Area  -  East/West  Exp.: 5  w/sq.  ft.
                    Common  Area  -  Center:          5  w/sq.  ft.
                    Common  Area  -  Great  Hall:     5  w/sq.  ft.
                    Food  Court  -  tenant  area:    30  w/sq.  ft.
                    Food  Court  -  seating  area:    3  w/sq.  ft.
                    Banquet  Hall  -  kitchen        15  w/sq.  ft.
                    Banquet  Hall  -  seating  area:  3  w/sq.  ft.
                    Office  Space:                    3  w/sq.  ft.
               Ventilation/outside  air:   0.35  cfm/sq.  ft./exhaust
                                           0.30  cfm/sq.  ft./fresh  air
                                           per  ASHRAE62/1989

               Restaurant  and  food  users  are  required to install a digital,
               remote  readable  meter  on  the supply line of the chilled water
               loop.

               If  Tenant's  internal  loading  or other requirements exceed the
               maximum  design  load,  Landlord  may,  at  its  option,  provide
               additional  capacity.  All  costs  associated with the additional
               capacity  shall  be  at  Tenant's  expense.

               Fresh air: Landlord will furnish and install a fresh air duct for
               Tenants'  air  handling  units to one point within or adjacent to
               the  Premises to which each tenant will be required to make final
               connections  of its fresh air ductwork. The equipment is based on
               0.35  cubic  feet  per  minute  (cfm) per sq. ft. of area for the
               fresh  air  system.

               CENTER  AND WEST WING, SECOND LEVEL, AND FOOD COURT: Tenant is to
               draw  fresh air directly in through penetration in roof performed
               by  Landlord's  roofing  contractor  at  Tenant's  expense.

               Master exhaust: Landlord will furnish and install an exhaust duct
               for  Tenants'  air handling units to one point within or adjacent
               to  the  Premises  to  which each tenant will be required to make
               final  connections  of its exhaust air ductwork. The equipment is
               based  on  0.35  cubic  feet  per  minute  (cfm)  per  sq.  ft

               CENTER  AND WEST WING, SECOND LEVEL, AND FOOD COURT: Tenant is to
               duct directly through penetration in roof performed by Landlord's
               roofing  contractor  at  Tenant's  expense.

               Kitchen  hood  exhaust/make-up  air:
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<PAGE>

               WEST  WING  LOWER LEVEL AND EAST WING, ALL LEVELS: Landlord shall
               provide  at  Tenant's  expense  a  floor opening to route kitchen
               exhaust  and  make-up air ductwork. The ductwork shall follow the
               paths  generally  outlined by Landlord. The roof penetration will
               be  performed  by  Landlord's  approved  roofing  contractor  at
               Tenant's  expense.

               WEST  WING  UPPER  LEVEL  AND FOOD COURT: Tenant to duct directly
               through  penetration  in  roof  performed  by  Landlord's roofing
               contractor  at  Tenant's  expense.

          (H)  ELECTRICAL  SERVICE

               Provide  a  120/208 volt or 480/277 volt, 3 phase, 4 wire service
               within Landlord's electrical metering room with a main electrical
               switch  for  Tenant's  connection.  Tenant  shall  provide  all
               electrical gear required to transform the provided voltage to any
               other  voltage  required  by Tenant. Tenant's maximum design load
               shall  not  exceed 30 watts per sq. ft. Additional service may be
               provided  by  Landlord  at  Tenant's  expense.

               WEST  WING:  A 480/277 volt, 3 phase, 4 wire service, with one or
               more  empty  conduit(s)  with  pull  string(s).

               CENTER:  A  120/208  volt,  3  phase,  4  wire  service.

               EAST  WING:  A 480/277 volt, 3 phase, 4 wire service, with one or
               more  empty  conduit(s)  with  pull  string(s).

               FOOD  COURT: A 480/277 volt, 3 phase, 4 wire service, with one or
               more  empty  conduit(s)  with  pull  string(s).

          (I)  PLUMBING  SERVICE

               Water  Service: One (1) 2" domestic water service will be brought
               to  a point within, above or adjacent to the Premises designed to
               provide  the  range  of  20  to  80  psi. The domestic water will
               terminate  in  a  valve  for  future  extension  by  Tenant.

               Sewer  Service:  One  (1)  4" sanitary sewer line will be stubbed
               within,  below  or  adjacent  to the Premises. Landlord will also
               provide  a 2" vent line stubbed within, above, or adjacent to the
               Premises.

               Natural  Gas  Service:  The  utility provider will run 16 psi gas
               piping  with  a  valve  to  a  manifold  at  an exterior location
               designated  by  Landlord. Tenant is responsible for extending the
               line,  in  a  routing  approved by the Landlord, to the Premises.
               Tenant is responsible for reducing the pressure of the service to
               suit  Tenant's  needs.

               Grease  Waste:
                                       53
<PAGE>

               FOOD  COURT  AND  RESTAURANTS: One (1) 4" grease waste stub below
               the  area  within  or adjacent to the Premises. Grease trap stubs
               will  tie  into  a Landlord-provided (at Tenant's expense) common
               grease  interceptor  located  at  a  remote  location.  Tenant is
               responsible  for  the  connection  to  the  stub.

          (J)  FIRE  PROTECTION

               A  valved  fire  protection  sprinkler main will be provided to a
               point  within,  above,  or  adjacent  to  the Premises. Tenant to
               design  and  install  a  complete system connecting to Landlord's
               main  line  using  Landlord's  approved  fire  protection
               contractor(s).

          (K)  TELEPHONE  SERVICE

               One  (1)  1" empty conduit from Landlord's telephone panel to the
               Premises.

          (L)  AUDIO

               Landlord will arrange with the utility company to provide service
               at  one  or  more locations within Landlord's Building for Tenant
               use.

2.   DESCRIPTION  OF  TENANT  WORK

     (A)  DESIGN  AND  CONSTRUCTION  OF  PREMISES

          Tenant shall be responsible for the payment of all applicable fees and
          associated  costs  related  to the design and construction of Tenant's
          Premises,  including  but  not  limited  to permits and licensing fees
          including  Certificate  of  Occupancy.

          Tenant  is  responsible  for execution of all the construction work in
          the  space,  except  that  work  outlined  in  Schedule  B C.1 herein.

          All Tenant construction must be noncombustible including any materials
          used  above  the  ceiling  or  concealed in the walls of the Premises.

     (B)  STOREFRONTS

          Storefront construction must be of 1-hour construction and extend from
          the  floor  slab  to  the  bulkhead.  All lease lines facing walkways,
          courts,  arcades,  or common areas as indicated on Tenant's LOD should
          be  considered  Tenant's  storefront.  The  entire  area  within these
          boundaries cannot be reduced by furring in or framing down and will be
          counted  into the space calculated against the requirement of 80% open
          glazing  area  at  the  storefront.

     (C)  EGRESS/EXIT  DOORS

          All  interior  and  exit  doors,  frames,  and  hardware servicing the
          Premises  are to be furnished and installed by Tenant. Rear exit doors
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<PAGE>

          must  be  recessed and conform to all requirements of the Landlord and
          local  jurisdiction. Rear exit door to be a 3'-0" x 7'-0" 60-minute UL
          rated hollow metal door with a welded steel jamb and steel hinges, all
          primed  for  painting.  All  exit  doors  will  have a printed placard
          indicating  Tenant's  name  and  space  number  per  local code, to be
          provided  by  Landlord  at  Tenant's  expense.

     (D)  FLOORS  &  CEILINGS

          It  is  the  Tenant's responsibility to verify that the ceiling height
          selected  by  Tenant is not in conflict with Landlord's work including
          but  not  limited  to base building structure, ductwork, chilled water
          piping  mains,  etc.  The  structure  of  Landlord's Building has been
          designed  to  accept  a  superimposed loading of 7 lbs per sq. ft. for
          overhead  installation  of Tenant's ceiling and equipment. Tenant will
          provide  access  (such  as  access  panels)  where  Landlord  and/or
          jurisdiction  authorities  designate.

          Landlord will install the project floor finish to Tenant's lease line.
          Tenant  shall  install the project floor finish from the lease line to
          Tenant's  storefront  and  point of closure. Tenant is responsible for
          purchasing  the  project  floor  finish  from  Landlord.

          All  proposed  coring of the concrete slab floors must be submitted to
          the  Landlord, for review by Landlord's Structural Engineer, a minimum
          of 30 days before the proposed coring date. Submital requests shall be
          in  sketch  form  showing  framing  in  the  general areas, gridlines,
          existing  penetrations  and  proposed  penetrations for all trades. In
          addition, a large scale drawing (1:5) of the existing reinforcement in
          the  area  of  proposed  penetrations,  based  on a pacometer or X-ray
          investigation  must  be  included.

          Cutting  of  the  reinforcement must be avoided during coring. Columns
          shall  not  be  cored  under any circumstances. Moment frame beams and
          shear  wall  link  beams  shall not be cored. Penetrations may only be
          proposed  for  floor  beams,  wall  and  slabs.

          If resizing or repositioning of the proposed openings are not possible
          in  order  to  avoid a loss of structural integrity, remedial work may
          need  to  be developed by Landlord's Structural Engineer. The costs of
          testing,  Engineering  review,  remedial  work,  if  required, and any
          delays  to  Tenant's  project  are  at  Tenant's  sole  cost.

          Coring  shall  not be performed without Landlord's written approval to
          Tenant.  All  penetrations must be made waterproof and must conform to
          the  fire  rating  of  the  floor  slabs  penetrated.

          Waterproof  Membrane: Restaurant food prep areas and toilet rooms must
          have  an  epoxy  membrane  equal to STONHARD (800.257.7953) or better.
          Complete membranes with a minimum 4" perimeter return are required. If
          an  alternative  floor  material  is  desired,  Laticrete  9325
          (203.393.0010)  must  be  used underneath the finished floor material.
          Cast  iron  sleeves  must  be  installed around all pipe penetrations,
          except  for  water  closets or floor sinks and must extend at least 2"
          above  the  finished  floor.

          Equipment  Supports:  All  Tenant improvements, exclusive of ceilings,
          HVAC  system and light fixtures shall be floor -mounted unless written
          approval  is obtained from Landlord to support improvements otherwise.
          Recessed  wall standards for shelving systems are acceptable for sales
          areas.
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<PAGE>

          Mezzanines  are  permitted  in  certain areas to the extent allowed by
          local  jurisdiction.  The  written  approval  of  the  Landlord  and
          structural  engineering,  at  Tenant's  expense,  will be required for
          permit.  See  LOD for specific areas capable of supporting a mezzanine
          structure.

          All walk-in coolers, refrigerators or freezer boxes, if allowed, shall
          be  provided  with  the  insulated  floor  systems  recommended by the
          equipment manufacturer. Tenant will install a waterproof membrane over
          all  kitchen,  food preparation, and toilet areas, including the floor
          area  underneath coolers. Sealed concrete floors will not be permitted
          in  the  coolers  or  refrigerators.  Landlord  must approve the loads
          imposed  on  the  structure.  All  refrigeration  equipment  must  be
          air-cooled.

     (E)  PARTITIONS


          1.   Common demising walls between the tenants shall be finished by
               the Tenant with 5/8" type "X" gypsum board to the underside of
               the deck. Security, burglar bars, chicken wire, etc., are the
               responsibility of the Tenant.
          2.   Cutting of existing gypsum board within the Tenant's demised
               premises or relocation of any existing metal studs (demising or
               service corridor walls) shall be done at the Tenant's request and
               only with the Landlord's written approval.
          3.   All interior partitions shall be metal stud construction with
               taped and spackled 5/8" Type "X" gypsum board finish on all
               sides.
          4.   All Tenants who produce above normal noise or vibrations will be
               required by the Landlord to provide sound insulation on the
               ceiling and in demising walls, achieving a minimum STC rating of
               50, to protect neighboring tenants from above normal noises. All
               such insulation shall be noncombustible as approved by the
               governing agencies.
          5.   All toilet room partitions shall have water resistant gypsum
               board in addition to required wainscots.

     (F)  TENANT  MECHANICAL  SYSTEM

          Tenant  shall  provide  an  engineered  HVAC  design,  stamped  by  a
          registered  professional engineer licensed in the State of Nevada, for
          approval by Landlord's engineer. Landlord may provide modifications to
          the  base building system to accommodate Tenant's needs at the expense
          of  the  Tenant. Tenant shall provide all components required (such as
          air  handling  unit(s),  chilled  water  piping and appurtenances, air
          distribution  system,  electrical  connections,  controls, etc.) for a
          properly  operating  HVAC  system  that  meets the Tenant's needs, and
          connecting to the Landlord provided chilled water distribution system.
          The  Tenant  HVAC  design  must  comply  with  the system requirements
          described  herein  in  order to ensure compatibility with the Landlord
          provided  chilled  water  system,  and  consequently  Tenant  comfort.

          The  Tenant's  HVAC  system  shall  be designed based on the following
          criteria:

               Outdoor air conditions:  108 deg. F Drybulb and 68 deg. F Wetbulb
               Indoor  design  temperature:  75  deg.  F  Drybulb  (for cooling)
               Chilled water temperature:  42 deg. F supply and 58 deg. F return
                                  (16  deg.  F  T).
                                       56
<PAGE>
          Tenant  requiring  after hour cooling and/or chilled water use for any
          application  other  than  comfort  cooling  must  submit  a request in
          writing  to  Landlord  as  part of Submission I. Upon review, Landlord
          will advise Tenant whether capacity is available. All costs associated
          with  additional  equipment  or hours of after-hour cooling will be at
          Tenant's  expense.

          Tenant's  cooling load calculations shall be performed by a registered
          professional  engineer  licensed  in  the  State  of  Nevada, using an
          industry-standard  computer-based  cooling  load  calculation program,
          such as Carrier Hourly analysis Program, in compliance with all ASHRAE
          standards. Load calculation information shall be indicated on Tenant's
          HVAC  drawings.  Drawings  will also include all information necessary
          for  air  and  water  balancing.

          Air  Handling  Units  (AHUs)

          Tenant to supply and install AHUs per the following requirements. AHUs
          are  to be connected to the Landlord's two pie chilled water system by
          Tenant  and  shall  be  designed  for  42  deg. F chilled water supply
          temperature and a 58 deg. F chilled water return temperature. The AHUs
          shall  be M-Series Climate Changers as manufactured by TRANE and shall
          meet  the  following  specifications  in  addition  to  the  standard
          manufacturer  unit  specifications:

          a.   The unit shall consist of, at minimum, a mixing module with
               filters for return and outdoor air, coil module, and fan module.
               All modules shall be factory insulated. The unit shall be
               constructed of a complete frame with removable panels such that
               removal of the panels will not affect the structural integrity of
               the unit. The panels shall be constructed of G90 galvanized. All
               modules shall have access panels on each side of the unit.

          b.   Installed per manufacturer requirements with manufacturer
               recommended service clearances.

          c.   IAQ-type (sloped in two planes) drain pans constructed of
               stainless steel.

          d.   Factory-mounted marine light in all access and fan modules.

          e.   Variable pitch fan drives selected at a minimum of 1.5 service
               factor.

          f.   Certified ARI Standard 430-89 fan performance.

          g.   Grease line extended to the outside of the unit terminated with
               standard grease fitting for any bearing requiring relubrication.

          h.   Chilled water-type coil module for conditioning the air with
               seamless copper tubes equipped with "Turbulators" for improved
               heat transfer capabilities and aluminum fins, certified in
               accordance with ARI 410. The coil casing shall be constructed of
               stainless steel. All connections (chilled water supply and
               return, vent and drain) shall be clearly labeled and extend to
               the outside of the unit casing. The coil(s) shall be removable
               from the unit by removing the wall panels.
                                       57
<PAGE>
          i.   Tenant's mechanical designer shall select a chilled water coil
               such that the chilled water velocity is at a minimum of 120 feet
               per minute at design condition.

          j.   The mixing module shall adequately blend return air stream with
               outdoor air stream. The air streams shall be regulated by
               multi-leaf, low-leak, opposing blade dampers with edge and jam
               seals. The dampers shall be Ruskin CD60 double-skin airfoil
               design, or equivalent. The filters shall be angled 2-inch
               throwaway media.

          k.   The unit shall be equipped with NEMA rated combination
               starter/disconnect, factory mounted and wired, to include at
               minimum, fused disconnect switch, HOA selector switch, control
               transformer, and auxiliary contacts.

          l.   The unit shall be factory painted with epoxy prime coat and
               acrylic polyurethane finish coat at least 2.5 mils thick. The
               finished unit shall exceed 500-hour 5% salt spray solution, in
               accordance with ASTM B-117.

          m.   The unit manufacturer shall warranty the unit for, at minimum, 12
               months after commissioning.

               In order to facilitate the selection and Landlord review process,
               sample  air  handling  unit selections are provided in SECTION V.
               The selections are organized by required supply airflow, in cubic
               feet  per  minute,  and  supply  air  temperature.

          For  assistance  on  AHU  selection,  please  contact:

                    TRANE-Baltimore
                    9603  Deereco  Road
                    Suite  400
                    Timonium,  MD  21093-6920
                    Phone:  (410)  252-8100
                    Fax:  (410)  252-7330

          Project  Reference:  Fashion  Show  Mall  Tenant  AHU

               The Landlord and its consultant and contractors do not warrant or
               guarantee  the  performance  of  any  selection as it pertains to
               Tenant comfort. The Tenant is soley responsible for designing and
               selecting  an  appropriate  system  that  meets  the  individual
               Tenant's  unique  needs.

               AHU  Controls
               -------------

               The  Tenant  shall  provide  the  individual  AHU  controls  for
               maintaining  space temperature setpoint by modulating the two-way
               chilled  water  control  valve(s). Cycling, or On/Off, control is
               not permitted. The chilled water control valve shall be a Siemens
               Flowrite  VF  599  series  with  a  Flowrite  EA  599  series SKB
               electronic  valve  actuator.  This  is  a normally closed two-way
               modulating  control  valve  with  equal  percentage  valve
               characteristic, sized for a differential pressure of no less than
               five  (5)  psi  and no more than ten (10) psi across the valve at
               design  flow rate. The valve maintains Class IV leakage rating up
               to  100-psi  pressure  differential  across  the  valve.  Follow
               manufacturer's  requirements  for  proper  installation.
<PAGE>
               The  Landlord  furnished fresh air system is sized to provide the
               minimum required fresh air. Consequently, air-side economizing is
               not  recommended.  For  AHUs  larger than 2,000 cfm, also include
               smoke  detector  installed  on the supply-side of the AHU for AHU
               shutdown  upon  activation.

               AHU  Chilled  water  cooling  coil  piping:
               ------------------------------------------

               The  piping,  fittings,  control  valve, coil and balancing valve
               shall  be  sized  for  a  16  deg.  F  delta  T.

               Refer  to  SECTION V for an AHU chilled water cooling coil piping
               schematic.  The  chilled  water  piping  system  shall  meet  the
               following  requirements.

               a.   ANSI Rating 200 psig, hydrostatically pressure tested at 200
                    psig, 4-hour minimum.

               b.   Pipe: schedule 40 seamless or ERW steel pipe (ASTM A106
                    Grade B/A53B).

               c.   Joints: threaded.

               d.   Fittings: Class threaded

               e.   Unions: threaded

               f.   Insulation: 1" fiberglass with vapor-barrier and jacket. The
                    jacket to be all-purpose, factory applied, laminated
                    glass-fiver reinforced flame-retardant kraft paper and
                    aluminum foil having self-sealing lap. All fittings and
                    valves to be performed with factory-fabricated PVC jacket.

               g.   Ball valves: full-port, bronze-body with stainless steel
                    ball, RTFE seats and seals, blow-out proof stem, 600 psi
                    WOG, as manufactured by Crane or Nibco.

               h.   Balancing Valve: Model CBV-T, as manufactured by Armstrong
                    with position locking device. Install in accordance with
                    manufacturer's published instructions

               i.   Temperature gauge: industrial-grade, red-mercury filled
                    glass thermometer with adjustable angle stems and 9" scale
                    from 0 deg. F to 100 deg. F and accurate to 1% of range.
                    Gauge to be installed in 3/4" diameter stainless steel
                    thermowell on thread-o-let, 1-1/2" stem and 2" extension.

               j.   Pressure gauge: Grade A phosphor bronze Bourdon-tube
                    pressure gage, with bottom connection. The case shall have a
                    5" lens and scaled from 0 psig to 200 psig. The gauge shall
                    be installed with 1/2" gauge cock, ball valve.

               k.   Pressure/Temperature (P/T) Plugs: on each CHW coil water
                    inlet and outlet.

               In order to facilitate the selection and Landlord review process,
               sample  chilled  water  piping  and  control valve selections are
               provided  in  SECTION  V  ("Tenant  AHU Chilled Water Coil Piping
               Reference  Table").  The  selections  are  organized  by required
               chilled  water  coil load, in mBtu per hour (1,000 Btu per hour).
                                       58
<PAGE>

               The Landlord and its consultant and contractors do not warrant or
               guarantee  the  performance  of  any  selection as it pertains to
               Tenant  comfort.  The  Tenant is solely responsible for designing
               and  selecting  an  appropriate  system that meets the individual
               Tenant's  unique  needs.

          (G)  TENANT  ELECTRICAL  SYSTEM

               Complete plans and specifications must be submitted by Tenant for
               Landlord's  approval  for  all  electrical  work,  including  a
               breakdown  of  the  lighting  in  kilowatts,  receptacle, motors,
               heating,  air conditioning, water heater, miscellaneous and space
               circuits,  per  the  Tenant  Electrical  Load  Calculation  form.

               1.   The design of Tenant's electrical system shall not exceed 30
                    watts per sq. ft. of Tenant's floor area.

               2.   Additional or other related electrical service required by
                    the specifics of Tenant's use or design will be provided by
                    Landlord at Tenant's expense.

               Tenant  shall provide to the Landlord for installation, a circuit
               breaker  sized  to  meet  the Tenant's needs. The circuit breaker
               shall  match  Landlord's equipment in all respects (manufacturer,
               AIC  rating, etc.). Tenant shall furnish and install, or cause to
               be  installed,  the  electrical  meter, all wire from the circuit
               breaker  to  the  Tenant's  electrical  equipment, and extend the
               conduit  from  its  stub  to  the  Tenant's electrical equipment.

               Tenant  shall  furnish  and  install  all  electrical  facilities
               required for the Premises for the appropriate tenant distribution
               panel  or  switchboard.

               Tenant  shall  install  or  cause to be installed, its electrical
               meter  as  soon as possible, as Tenant will not be allowed to use
               Landlord's  temporary  power  unless  paid  for  by  Tenant.

               Tenant's  electrical system shall include, but is not necessarily
               limited  to,  the  following:

               1.   An electrical meter and all conductors to get electric
                    service to the Premises. See the LOD for the location of
                    Landlord's tenant distribution panel.

               2.   Termination of wires at Landlord's tenant distribution panel
                    or switchboard using Landlord's electrical contractor at
                    Tenant's expense.

               3.   Conduit and feeder from Tenant's electrical panel to
                    Tenant's mechanical system.

               4.   All required electrical connections to Landlord fire alarm
                    system.
                                       59
<PAGE>

Note:  No  PVC  conduit  will  be  permitted.

          (H)  TENANT'S  PLUMBING  DESIGN  CRITERIA

               Tenant  will  connect  to  one (1) 4" grease waste stub below the
               area  within or adjacent to the Premises. Grease waste stubs will
               tie  to  Landlord's  provided (at Tenant's expense) common grease
               interceptor  located  at  a  remote  location.

               All  piping systems must be compatible with the type of materials
               used  by  Landlord,  and  shall  comply  with  the  following
               requirements:

               1.   Drainage, vent pipe and fittings for above grade use shall
                    be service weight, hubless cast iron with sealing sleeve and
                    stainless steel coupling joints with stainless steel clamps
                    and bolts. For piping below grade, Tenant shall use service
                    weight, bell and spigot cast iron with lead and oakum or
                    gasketed joints. No PVC is permitted.

               2.   Water piping for above grade use shall be Type "L" copper
                    tubing, seamless drawn, hard copper with plain ends ASTM
                    B88. Fittings shall be wrought or cast copper with socket
                    ends for lead-free solder.

               3.   Pipes supported from steel structure shall be supported from
                    steel beams and joists with approved clamps and other
                    structural attachments. Self-drilling anchors or
                    power-driven anchors are permitted in areas with concrete
                    flat slabs and concrete on metal deck inserts. No pipe
                    hangers will be supported from metal roof deck. Hangers
                    shall not pierce piping insulation vapor barrier. Hardware
                    must have a smooth finished appearance, and exposed hangers
                    shall be the clevis or trapeze type, complete with bolts,
                    rods and nuts. Tenant will provide cast brass or chrome
                    escutcheons with setscrew, deep type, to cover sleeves and
                    exposed piping through walls, floors or ceiling.

                    Valves: All valves for domestic water are to be 125-psi test
                    type  and  all  bronze  wedge gate valves as manufactured by
                    NIBCO,  Watts,  Crane  or an approved equivalent. Valves for
                    the  gas  piping  system  shall  be  bronze ball valves with
                    threaded  or  welded  ends  as  manufactured  by Crane or an
                    approved equivalent. All valves shall be accessible for ease
                    of  operations.

                    Tenant  shall  be responsible for installation of a backflow
                    preventer for Tenant's water service where required by local
                    code.

                    Tenant  shall  be  responsible  for  installation of a water
                    meter  and  digital  remote  read-out.
                                       60
<PAGE>
          (I)  FIRE  PROTECTION

               Extensions  and  modifications  to  Landlord's  system  and  the
               installation  of  sprinkler  pipes and heads required by Tenant's
               design,  shall  be  designed and installed by Landlord's approved
               sprinkler  contractor,  under  contract  with Tenant, at Tenant's
               expense.

               CENTER:  Clark  County  Fire  Department requires, as part of any
               renovation  of existing space, that the existing supply line into
               the  space be removed and rerouted to the new tenant supply lines
               coming  from  different  sources.  As  a  part  of  the  required
               Fire-life  safety  report,  Tenant will be required to detail the
               reconnection  work  scope  to  the  Clark County Fire Department.

               Tenants  will be required by Clark County to comply with the Fire
               Protection  Report.  This  may  include  installing  equipment
               connected  to  the  Landlord's  Building's  fire alarm evacuation
               system.  This  may  include  speakers  and strobes in each tenant
               space.  The  central  fire  alarm system is a digital addressable
               type.  Tenant's  devices  shall  be provided and installed by the
               Landlord's  fire  alarm  contractor(s)  at  Tenant's  expense.

               Tenants'  final  plans  must be reviewed, at Tenant's expense, by
               Rolf-Jensen  &  Associates prior to submittal to Clark County for
               permit.  A  written  report  from  Rolf-Jensen  &  Associates,
               acknowledging that the final plans conform to the Fire Protection
               Report,  must  accompany  the  final  plans to be accepted by the
               County  for  the  permit  application  process.

               Tenant  shall  patch  and repair all disturbed fireproofing using
               Landlord's  contractor.

          (J)  UTILITIES  BY  TENANT

               Telephone  service:  Tenants  must  make  direct arrangements for
               telephone  service with Sprint. Tenant is responsible for service
               between  the  telephone  service point within Landlord's building
               and  Tenant's  Premises.

               Exposed  wire(s)  will  not  be  permitted  by code. Tenant shall
               install  conduit  and  wire.

               Roof  Top  Antennas  &  Satellite  Dishes: Any rooftop equipment,
               including  antennas and satellite dishes, will require Landlord's
               written  approval  prior  to  installation.

          (K)  TRASH  REMOVAL

               Tenant  to  provide and install a trash compactor as specified by
               Landlord  for  the  compaction  and  packaging of all wet and dry
               trash  before  removal  from  the  Premises.

     3.   DESCRIPTION  OF  LANDLORDS  WORK  AT  TENANT'S  EXPENSE
                                       61
<PAGE>
          The  following  work  by  Landlord  shall be reimbursed to Landlord by
          Tenant:

          1.   Water and Sewer Connection: Tenant shall reimburse Landlord for
               any water and sewer connection fees for the Premises required by
               Local authorities and paid by Landlord.

          2.   Utility Design Review: Tenant shall reimburse Landlord for any
               applicable utility design review fees and associated costs for
               the Premises required by Local authorities or others and paid by
               Landlord.

          The  following  work  in  the Premises may be performed by Landlord at
          Landlord's cost, plus a 15% administration fee, only upon receipt of a
          signed  work  order  from  Tenant authorizing such work and receipt of
          payment  in  full  of  the  amount  agreed  upon  in  advance  of  the
          performance  of  the  work.

          1.   Temporary work required by local authorities.
          2.   Temporary storefront work or barricades @ $50 per linear foot of
               14' high wall in the event Tenant's construction is not complete
               for the scheduled Grand Opening Date.
          3.   Furnish and install Landlord's Building Standard storefront
               system.
          4.   Modified water service or relocation of water service.
          5.   Modified electric service or relocation of electric service,
               provided such service is available.
          6.   Modifications to the HVAC system, including additional capacity
               of the system provided by Landlord. Landlord reserves the right
               to refuse to perform any such modifications.
          7.   The addition or relocation of other utility services.
          8.   Roof, floor, partition and wall openings for any purpose
               including exterior egress doors and framing. Such openings shall
               include supporting structures, curbs, flashings, ducts, vents and
               grilles. Landlord reserves the right to refuse to permit any
               openings which exceed the capability of the structural system or
               which in Landlord's opinion would be detrimental to the
               appearance of Landlord's Building.
          9.   Architectural or engineering fees incurred by Landlord as a
               result of Tenant's requesting any of the items specified above or
               any other items of a special nature.
          10.  Individual and/or shared grease trap(s) and all associated
               piping.
          11.  Air handling unit chilled water piping water balancing.

VIOLATIONS:

In  the  event  Tenant  is  notified of any violation(s) of codes, ordinances or
regulations, either by the jurisdictional authorities or by the Landlord, Tenant
shall  correct  such  violations  within  seven  calendar days from such date of
notification, or such time as required by the local jurisdiction.  Should Tenant
fail  to  correct such violations within seven calendar days, Landlord will have
the  right  to  correct  such  violations  at  Landlord's  cost  plus  a  15%
administration  fee.  Tenant  shall  grant  entrance  into  the  Premises  for
corrective  work  by  others.



                                       62
<PAGE>


                                  SCHEDULE "C"
                    UTILITY CONSUMPTION AND PAYMENT SCHEDULE
                  --------------------------------------------


     ANNEXED  TO  and  forming  part  of  the  Lease by and between FASHION SHOW
EXPANSION LLC, ("Landlord") and LEISURE HOMES CORPORATION, a Nevada corporation,
t/a  LEISURE,  LEISURE  RESORTS,  LEISURE  VACATIONS  or LEISURE VACATION STORE,
("Tenant").

     Section  12.1.  of  the  above  mentioned  Lease Agreement provides for the
inclusion  of  this  Schedule  to set forth the terms and conditions under which
Landlord  shall  supply  or  Tenant  shall  obtain  electricity  for  use in the
Premises.

     Landlord  will  provide  and maintain the necessary empty conduits to bring
electricity to the Premises.  Electrical energy used by Tenant shall be measured
by separate meter and Tenant shall pay all charges for such electrical energy to
the  public  utility,  public  authority, or any other person, firm or authority
supplying  the  same.

     Landlord  shall  have the option to supply electricity to the Premises.  If
Landlord  shall elect to supply electricity to the Premises, Tenant will pay all
charges  for  its requirements for such service tendered by Landlord, and Tenant
will  pay  Landlord  within ten (10) days after mailing by Landlord to Tenant of
statements  therefor at the applicable rates determined by Landlord from time to
time  which  Landlord agrees shall be reasonable and not in excess of the public
utility  rates  for  the  same service, if applicable, but in no event less than
Landlord's  actual  cost.

     If  Landlord  so  elects  to  supply  electricity, Tenant shall execute and
deliver  to  Landlord,  within  ten  (10)  days  after  request  therefor,  any
documentation  reasonably  required  by  Landlord  to  effect such change in the
method  of  furnishing  electricity.


                                       63
<PAGE>
                                  SCHEDULE "D"
            TENANT HEATING, VENTILATING AND AIR-CONDITIONING SCHEDULE

     ANNEXED  TO  and  forming  part  of  the  Lease by and between FASHION SHOW
EXPANSION LLC, ("Landlord") and LEISURE HOMES CORPORATION, a Nevada corporation,
t/a  LEISURE,  LEISURE  RESORTS,  LEISURE  VACATIONS  or LEISURE VACATION STORE,
("Tenant").

     Section  12.1.  of  the above mentioned Lease provides for the inclusion of
this  Schedule  to  set  forth  the  terms  and  conditions under which heating,
ventilation  and  air-conditioning  will  be  provided  to  the  Premises.

A.  V/CW  System
    ------------

     Landlord has installed or caused the installation of a chilled or condenser
water loop serving the Premises and Landlord's Building and providing chilled or
condenser  water  for  air-conditioning  purposes.  Tenant shall install heating
equipment, air-handling units, and a sheet metal duct system in the Premises, as
approved  by  Landlord.  Landlord  and  Tenant each shall be responsible for the
operation, repair and maintenance of their respective portions of the facilities
for  heating,  ventilating  and air-conditioning the Premises (collectively, the
"HVAC  System"),  except  that  upon  notification to Tenant by Landlord, and at
Landlord's  sole  cost and expense, Landlord or Landlord's contractor shall have
the  right  from  time  to  time  to  assume  responsibility  for the preventive
maintenance  (i.e.  filter changes, lubrication and minor incidental maintenance
as  needed)  of Tenant's portion of the HVAC System.  Tenant shall remain solely
responsible  for  all other maintenance of its portion of the HVAC System.  Upon
the  expiration  or  termination of the Lease, title to that portion of the HVAC
System  installed  by  Tenant,  and any additions or replacements thereto, shall
remain  in  and  vest  solely  in  Landlord.


B.  Tenant's  V/CW  Charge
    ----------------------

     In each calendar month of Landlord's fiscal year (the "Fiscal Year") Tenant
shall  pay  Landlord  as  Additional  Rental,  Tenant's  proportionate  share of
Landlord's  cost  of  (1)  the  energy  and utilities used in the ventilation of
Landlord's  Floor  Area,  and  (2)  obtaining and providing chilled or condenser
water  to  Landlord's  Floor  Area  ("Tenant's  V/CW  Charge")  which  shall  be
determined  as  follows:

     (a)  Landlord, or a heating, ventilating and air-conditioning consultant
          designated by Landlord, will review such data and information
          regarding the mechanical capacity of that portion of the HVAC System
          serving the Premises as shall be deemed relevant and, based on such
          data and information, Landlord or such consultant shall assign to
          Tenant a "V/CW Factor" which shall fairly represent the relationship
          between (x) the mechanical capacity of that portion of the HVAC System
          serving the Premises and (y) the total mechanical capacity of the HVAC
          System; and

     (b)  in each Fiscal Year, the aggregate actual cost to Landlord of (x) the
          energy and utilities used in the ventilation of Landlord's Floor Area,
          (y) obtaining and furnishing chilled or condenser water to Landlord's
          Floor Area, and (z) the services of Landlord's consultant (if any) in
          recalculating V/CW Factors of Tenant and other tenants of Landlord's
          Building from time to time ("Landlord's V/CW Cost"), shall be
          multiplied by a fraction, the numerator of which is Tenant's V/CW
          Factor and the denominator of which is the total of all V/CW Factors
          assigned to Landlord's Leased Floor Area. The product thus obtained
          shall be Tenant's V/CW Charge for such Fiscal Year.

     Tenant's  V/CW  Charge  for  each calendar month shall be paid by Tenant in
such  amounts  as  are  estimated and billed by Landlord, each such charge being
estimated  and  billed  as  of  the  first day of each Fiscal Year.  At any time
during each Fiscal Year, Landlord may reestimate Tenant's V/CW Charge and adjust
Tenant's  monthly  installments  payable during such Fiscal Year to reflect more
accurately Tenant's V/CW Charge.  Within one hundred twenty (120) days after the
                                       64
<PAGE>

termination of each Fiscal Year, Landlord will send Tenant a notice which shall:

     (c)  set forth the amount of Tenant's V/CW Charge based upon Landlord's
          energy, utility, and chilled or condenser water service bills; and

     (d)  state that the aggregate of all tenant V/CW charges paid or payable by
          all tenants of Landlord's Leased Floor Area with respect to such
          Fiscal Year, as adjusted, does not exceed Landlord's V/CW Cost for the
          same Fiscal Year.

     Tenant's  V/CW  Charge  paid  for  such  Fiscal  Year  shall  be  adjusted
between  Landlord  and Tenant, the parties hereby agreeing that Tenant shall pay
Landlord  or Landlord shall credit to Tenant's account (or if such adjustment is
at  the  end of the Term, Landlord shall pay Tenant), as the case may be, within
thirty (30) days of such notification to Tenant, the amounts necessary to effect
such  adjustment.  Failure  of  Landlord  to provide the notification called for
hereunder within the time prescribed shall not relieve Tenant of its obligations
hereunder.


                                       65
<PAGE>
                                  SCHEDULE "E"


                              ESTOPPEL CERTIFICATE

Bank  of  America,  N.A.,
as  Administrative  Agent  for  Itself  and  the  Lenders
231  South  LaSalle  Street
12th  Floor
Chicago,  Illinois  60697

Rouse  F.S.,  LLC  and
Fashion  Show  Expansion  LLC
c/o  The  Rouse  Company
10275  Little  Patuxent  Parkway
Columbia,  Maryland  21044

     RE:  That certain lease dated __________________, _____, by and between
          FASHION SHOW EXPANSION LLC, a Nevada limited liability company, as
          "Landlord", and ____________________________, a
          _______________________corporation, as "Tenant", for a lease term
          which commenced on _____________________, _____, and will terminate on
          ___________________, _____ (the "Lease"), of the premises described in
          the Lease containing ___________ square feet (the "Leased Premises")
          of the shopping center commonly known as "Fashion Show" located in Las
          Vegas, Nevada (the "Project").

Gentlemen:

     Tenant  hereby  certifies  that  the above description of the Lease and the
Leased  Premises  therein  demised is a true and correct description of the same
and  that  the  Lease constitutes the only agreement between Landlord and Tenant
with  respect  to the Leased Premises, except as otherwise provided in paragraph
12  below.

     Tenant  hereby  certifies,  acknowledges  and  agrees  as  follows:

     1.   The Lease is in full force and effect and has not been modified or
          amended by any document or agreement to which the undersigned is a
          party, except as otherwise provided in paragraph 12 below. Tenant has
          accepted the Leased Premises and presently occupies the same. Tenant
          has no set-offs, claims, or defenses to the enforcement of the Lease;
          and there are no periods of free rental applicable to the term of the
          Lease.

     2.   Tenant's current Annual Basic Rental under the Lease is $________ per
          square foot per annum, and is payable in equal monthly installments of
          $_______________.

     3.   Tenant's current Annual Percentage Rental under the Lease is _______
          percent (__%) of Gross Sales in excess of $___________ per square foot
          per annum.

     4.   The most recent payment of current Annual Basic Rental was for the
          payment due on _____________, 200__, and all Annual Basic Rental and
          Additional Rental payable pursuant to the terms of the Lease have been
          paid up to said date except $______________.

     5.   No Rental has been paid by Tenant more than thirty (30) days in
          advance of the due date under the Lease.

     6.   A security deposit of $__________ has been made with Landlord.
                                       66
<PAGE>

     7.   Tenant is entitled to the following renewal options under the Lease:
          None or ______________________________.

     8.   All required contributions by Landlord to Tenant on account of
          Tenant's improvements have been received except for
          $_________________.

     9.   Tenant hereby represents and warrants to Lender that, other than those
          contained in writing in the Lease, there have been no representations,
          warranties or covenants made by Landlord to Tenant, either oral or in
          writing.

     10.  Tenant is not in default in the performance of the Lease, has not
          committed any breach of the Lease, no notice of default has been given
          to Tenant, and Tenant is not the subject of any federal or state,
          bankruptcy, insolvency or liquidation proceeding.

     11.  Landlord is not in default in the performance of the Lease, has not
          committed any breach of the Lease, no notice of default has been given
          to Landlord, and Landlord has fulfilled all representations and
          warranties and all finish work on the Leased Premises required of
          Landlord.

     12.  There have been no amendments, modifications or extensions of the
          Lease except as follows: None or ______________________________.

     13.  To the best of Tenant's knowledge, its use of the Leased Premises
          during its lease term has complied and will continue to comply with
          all applicable federal, state, county and local laws, rules and
          regulations, including environmental laws, rules and regulations.

     14.  Tenant hereby acknowledges, to the best of its knowledge, that none of
          the current uses of existing tenants in the Project are in violation
          of any restrictive covenant or exclusive use provision of its Lease.

                                       67
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Dated  this  ____  day  of  _________________,  200___.

                                                        Very  truly  yours,

                                                        [Name of Tenant], Tenant
                                                        ________________________

                                                   By:  ________________________

                                                   Its: ________________________







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